Financing Transaction. If the Board of Managers approves a Financing Transaction and in connection with such Financing Transaction it is necessary or appropriate (as determined by the Board of Managers) to convert to a “C” corporation under Nevada law: (a) Each Member hereby appoints M. J▇▇ ▇▇▇▇▇▇▇ and L▇▇▇▇▇, and each of them, the lawful attorneys and proxies of such Member, each with several powers of substitution, to at any time vote all Class A Units, Class B Units and Class C Units held by such Member, with all of the powers such Member would possess if voting personally, in favor of approval and adoption of the Plan of Conversion of the Company, in substantially the form attached hereto as Exhibit D, with such changes therein as the executing person may approve, and the transactions contemplated thereby, including but not limited, to the adoption of the Articles of Incorporation of the converted corporation in substantially the form attached thereto as Exhibit A, with such changes as the executing person may approve. Such proxy is coupled with an interest and is irrevocable. (b) The Company shall purchase and the Members holding Class A Units shall sell to the Company all outstanding Class A Units for $1.00 per Class A Unit. The Class B Units and Class C Units shall be converted into shares of the converted corporation and allocated among the Members pursuant to the provisions of Schedule C. (c) Upon such conversion the resulting corporation shall have nine (9) directors, five of which shall be elected or appointed by the C▇▇▇▇▇▇▇ Member and four of which will be elected or appointed by the Bois d’Arc Members.
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Financing Transaction. If the Board of Managers approves a Financing Transaction and in connection with such Financing Transaction it is necessary or appropriate (as determined by the Board of Managers) to convert to a “"C” " corporation under Nevada law:
(a) Each Member hereby appoints M. J▇▇▇ ▇▇▇▇▇▇▇ and L▇▇▇▇▇▇, and each of them, the lawful attorneys and proxies of such Member, each with several powers of substitution, to at any time vote all Class A Units, Class B Units and Class C Units held by such Member, with all of the powers such Member would possess if voting personally, in favor of approval and adoption of the Plan of Conversion of the Company, in substantially the form attached hereto as Exhibit D, with such changes therein as the executing person may approve, and the transactions contemplated thereby, including but not limited, to the adoption of the Articles of Incorporation of the converted corporation in substantially the form attached thereto as Exhibit A, with such changes as the executing person may approve. Such proxy is coupled with an interest and is irrevocable.
(b) The Company shall purchase and the Members holding Class A Units shall sell to the Company all outstanding Class A Units for $1.00 per Class A Unit. The Class B Units and Class C Units shall be converted into shares of the converted corporation and allocated among the Members pursuant to the provisions of Schedule C.
(c) Upon such conversion the resulting corporation shall have nine (9) directors, five of which shall be elected or appointed by the C▇▇▇▇▇▇▇▇ Member and four of which will be elected or appointed by the Bois d’Arc d'Arc Members.
(d) Such conversion shall be treated for federal income tax purposes as if all the assets of the Company were contributed to the converted corporation in exchange for shares in the converted corporation and the Company was liquidated with the shares distributed to the Members in accordance with the allocations contained in Schedule C.
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