Common use of Internal Restructure Clause in Contracts

Internal Restructure. (a) Subject to the consent of the Board in accordance with Article VI, at any time on or after the date of this Agreement, the Company may effect an Internal Restructure on such terms as the Board in the exercise of its reasonable discretion deems advisable and consistent with the provisions set forth in the following sentence. Each Member agrees that it will consent to and raise no objections to an Internal Restructure; provided that (i) the Internal Restructure is undertaken in a manner that results in the Members continuing to have substantially the same direct or indirect ownership of the Company or surviving entity as owned by the Members prior to the Internal Restructure, (ii) the Internal Restructure substantially preserves the relative economic interests, preferences, priorities and designations of the Members in the Company or any entity that succeeds to the Company in such Internal Restructure transaction and (iii) the Internal Restructure would not result in the imposition of any greater individual liability on the Members for the debts, obligations, or liabilities of the Company or for the contribution of capital to the Company or surviving entity. Each Member hereby agrees that it will execute and deliver all agreements, instruments and documents as are required, in the reasonable judgment of the Board to be executed by such Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with such Internal Restructure, the terms and provisions of this Agreement, including those provisions granting the Board authority to manage the affairs of the Company, granting certain Persons the right to nominate and cause the election of Managers, governing transfers of interests in the Company or other equity securities and indemnification. (b) The Members acknowledge that an Internal Restructure may be undertaken in connection with other events, such as a Public Offering of the Company, an acquisition of another business or entity or the sale of equity in the surviving entity to other Persons and, if so determined by the Board, such Internal Restructure shall be deemed completed immediately before any such event. (c) The Members acknowledge that, to engage in an initial Public Offering, it may be necessary or advisable for the Company to merge or convert into a corporation (a “Conversion”). Accordingly, if the Board determines it to be in the best interests of the Company to engage in an initial Public Offering and to effect a Conversion, the Members agree that the Company’s capital structure shall be restructured in the manner described in this Section 9.5 and the Members shall vote and take all other action necessary in order to effect such Conversion. (d) Upon the consummation of an Internal Restructure, the surviving entity or entities shall assume or succeed to all of the outstanding debt and other liabilities and obligations of the Company. The governing instruments of the surviving entity shall incorporate the governance provisions of this Agreement. All Members shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating an Internal Restructure including a Conversion including voting for or consenting thereto.

Internal Restructure. (a) Subject to the consent of the Board of Directors in accordance with Article VI, at any time on or after the date of this AgreementII, the Company may effect an Internal Restructure on such terms as the Board of Directors in the exercise of its reasonable discretion deems advisable and consistent with the provisions set forth in the following sentenceadvisable. Each Member agrees that it will consent to and raise no objections to an Internal Restructure; provided that (i) the Internal Restructure is undertaken in a manner that results in the Members continuing to have substantially the same direct or indirect ownership of the Company or surviving entity as owned by the Members Company’s assets in place prior to the Internal Restructure, (ii) the Internal Restructure substantially preserves the relative economic interests, preferences, priorities and designations of the Members in the Company or any entity that succeeds to the Company in such Internal Restructure transaction transaction, and (iii) such Member does not determine, based on written advice of counsel, that the Internal Restructure would not result in the imposition has a reasonable risk of any greater individual liability having an adverse legal, regulatory, tax or accounting effect on the Members for the debts, obligations, or liabilities of the Company or for the contribution of capital to the Company or surviving entitysuch Member. Each Member hereby agrees that it will execute and deliver all agreements, instruments and documents as are required, in the reasonable judgment of the Board of Directors to be executed by such Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with such Internal Restructure, the terms and provisions of this Agreement, including those provisions granting the Board authority to manage the affairs of the Company, granting certain Persons persons the right to nominate and cause the election of ManagersDirectors, governing transfers Transfers of interests Interests in the Company or other equity securities and indemnification. (b) The Members acknowledge that an Internal Restructure may be undertaken in connection with other events, such as a Public Offering public offering of the Company, Company or an acquisition of another business or entity or the sale of equity in the surviving entity to other Persons and, if so determined by the BoardBoard of Directors, such Internal Restructure shall be deemed completed immediately before any such event. (c) The Members acknowledge that, to engage in an initial Public Offeringpublic offering, it may be necessary or advisable for the Company to merge or convert into a Delaware corporation (a “Conversion”). Accordingly, if the Board of Directors determines it to be in the best interests of the Company to engage in an initial Public Offering public offering and to effect a Conversion, the Members agree that the Company’s capital structure shall be restructured in the manner described in this Section 9.5 6.9 and the Members shall vote and take all other action necessary in order to effect such Conversion. In connection with a Conversion, all Interests in the Company (the “Old Interests”) will be exchanged for common stock of the surviving corporation (the “Conversion Consideration”). In determining the portion of the Conversion Consideration to be exchanged for the Old Interests, the Company shall determine what portion of the Conversion Consideration would have been distributed among all of the holders of the Old Interests if the Company’s sole asset consisted of the Conversion Consideration and the Company distributed the Conversion Consideration in the same manner distributions would have been made in a complete liquidation of the Company taking into account the various rights, preferences and designations governing the Old Interests (which rights, preferences and designations are set forth in this Agreement, each as they may exist before the Conversion). Once the Company determines the portion of the Conversion Consideration that would have been distributed to each class or series of Old Interests if the Company had been liquidated immediately before the Conversion, the Board of Directors will then determine the exchange ratio of the Old Interest into common shares of the surviving corporation. (d) Upon the consummation of an Internal Restructure, the surviving entity or entities shall assume or succeed to all of the outstanding debt and other liabilities and obligations of the Company. The To the extent practicable, the governing instruments of the surviving entity shall incorporate the governance provisions of this Agreement. All Members shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating an Internal Restructure including a Conversion including voting for or consenting thereto.

Internal Restructure. (a) Subject to The Company, upon the consent approval of the Board in accordance with Article VIManaging Member, at any time on or after the date of this Agreement, the Company may effect an Internal Restructure in order to engage in an Initial Public Offering or to achieve certain tax treatment in a Sale Transaction that could not be achieved if the Company were an limited liability company, and such Internal Restructure may take place on such terms as the Board in good ▇▇▇▇▇ ▇▇▇▇▇ advisable; provided that each Member (and if applicable, the exercise stockholders, members, partners, trustees or other equity owners of its reasonable discretion deems advisable an entity or trust Member, as applicable) is treated equitably and consistent incurs no personal liability with the provisions set forth in the following sentencerespect to such Internal Restructure. Each Member agrees that it will consent to and raise no objections to such an Internal Restructure; provided , in accordance with this Section 11.17, that (i) the Internal Restructure is undertaken in a manner that results in the Members continuing to have substantially the same direct or indirect ownership of the Company or surviving entity as owned has been approved by the Members prior to the Internal Restructure, (ii) the Internal Restructure substantially preserves the relative economic interests, preferences, priorities and designations of the Members in the Company or any entity that succeeds to the Company in such Internal Restructure transaction and (iii) the Internal Restructure would not result in the imposition of any greater individual liability on the Members for the debts, obligations, or liabilities of the Company or for the contribution of capital to the Company or surviving entityManaging Member. Each Member hereby agrees that it will execute and deliver deliver, at the Company’s expense, all agreements, instruments and documents as are required, in the reasonable judgment of the Board (and not in conflict with this Section 11.17) to be executed by such Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with such Internal Restructure, the terms and provisions of this Agreement, including including, without limitation, relative equity ownership percentages among the holders of Class Units and Incentive Units, relative pro rata distribution rights among the holders of Class A Units and Incentive Units, pre-emptive rights (except in connection with a Public Offering of the Company), those provisions granting the Board Managing Member authority to manage the affairs of the Company, granting certain Persons the right to nominate and cause the election governing Transfers of Managers, governing transfers of interests in the Company Units or other equity securities and indemnification. (b) The Members acknowledge that an Internal Restructure may be undertaken in connection with other events, such as a Public Offering of the Company, an acquisition of another business or entity or the sale of equity in the surviving entity to other Persons and, if so determined by the Board, such Internal Restructure shall be deemed completed immediately before any such eventPersons. (c) The Members acknowledge that, to engage in an initial Public Offering, it may be necessary or advisable for the Company to merge or convert into a corporation (a “Conversion”). Accordingly, if the Board determines it to be in the best interests of the Company to engage in an initial Public Offering and to effect a Conversion, the Members agree that the Company’s capital structure shall be restructured in the manner described in this Section 9.5 and the Members shall vote and take all other action necessary in order to effect such Conversion. (d) Upon the consummation of an Internal Restructure, the surviving entity or entities shall assume or succeed to all of the outstanding debt and other liabilities and obligations of the Company. The governing instruments of the surviving entity shall incorporate the governance provisions of this AgreementAgreement as closely as practicable. All Members shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating an Internal Restructure including a Conversion (in accordance with this Section 11.17) including voting for or consenting thereto. No Member shall have any dissenters’ or appraisal rights in connection with any Internal Restructure. (d) Notwithstanding anything to the contrary in this Section 11.17, if the Internal Restructure involves the issuance of any stock or other security in a transaction not involving a Public Offering and any Member otherwise entitled to receive securities in such Internal Restructure in exchange for the Units held thereby and such Member is not an accredited investor (as defined under Rule 501 of Regulation D of the Securities Act), then the Company may require each Member that is not an accredited investor (i) to receive solely cash in such transaction, (ii) to otherwise be cashed out (by redemption, retirement or otherwise) by the Company or any other Member prior to the consummation of such restructure and/or (iii) to appoint a Purchaser Representative (as contemplated by Rule 506 of Regulation D of the Securities Act) selected by the Company with the intent being that such Member that is not an accredited investor receive substantially the same value in cash that such Member would have otherwise received in securities had such Member been an accredited investor. SM/Stratfor Partners, LLC ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Austin, TX 78703 630,000 August 1, 2011 Stratfor Enterprises, LLC ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 45,000 August 1, 2011 Stratfor Holdings, LLC ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 180,000 August 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 45,000 August 1, 2011 TOTAL: 900,000 SM/Stratfor Partners, LLC ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Austin, TX 78703 20,000 Series 1 Incentive Units August 1, 2011 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Austin, TX 78703 20,000 Series 2 Incentive Units August 1, 2011

Internal Restructure. (a) Subject to The Company, upon the consent approval of the Board in accordance with Article VIBoard, at any time on or after the date of this Agreement, the Company may effect an Internal Restructure in order to engage in an Initial Public Offering or to achieve certain tax treatment in a Sale Transaction that could not be achieved if the Company were an limited liability company, and such Internal Restructure may take place on such terms as the Board in good ▇▇▇▇▇ ▇▇▇▇▇ advisable; provided that each Member (and if applicable, the exercise stockholders, members, partners, trustees or other equity owners of its reasonable discretion deems advisable an entity or trust Member, as applicable) is treated equitably and consistent incurs no personal liability with the provisions set forth in the following sentencerespect to such Internal Restructure. Each Member agrees that it will consent to and raise no objections to such an Internal Restructure; provided , in accordance with this Section 8.3, that (i) the Internal Restructure is undertaken in a manner that results in the Members continuing to have substantially the same direct or indirect ownership of the Company or surviving entity as owned has been approved by the Members prior to the Internal Restructure, (ii) the Internal Restructure substantially preserves the relative economic interests, preferences, priorities and designations of the Members in the Company or any entity that succeeds to the Company in such Internal Restructure transaction and (iii) the Internal Restructure would not result in the imposition of any greater individual liability on the Members for the debts, obligations, or liabilities of the Company or for the contribution of capital to the Company or surviving entityBoard. Each Member hereby agrees that it will execute and deliver deliver, at the Company’s expense, all agreements, instruments and documents as are required, in the reasonable judgment of the Board (and not in conflict with this Section 8.3) to be executed by such Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with such Internal Restructure, the terms and provisions of this Agreement, including including, without limitation, relative equity ownership percentages among the holders of a series or class of Units, relative pro rata distribution rights among the holders of a series or class of Units, pre-emptive rights (except in connection with a Public Offering of the Company), those provisions granting the Board authority to manage the affairs of the Company, and granting certain Persons the right to nominate and cause the election of ManagersDirectors, governing transfers Transfers of interests in the Company Units or other equity securities and indemnification. (b) The Members acknowledge that an Internal Restructure may be undertaken in connection with other events, such as a Public Offering of the Company, an acquisition of another business or entity or the sale of equity in the surviving entity to other Persons and, if so determined by the Board, such Internal Restructure shall be deemed completed immediately before any such eventPersons. (c) The Members acknowledge that, to engage in an initial Public Offering, it may be necessary or advisable for the Company to merge or convert into a corporation (a “Conversion”). Accordingly, if the Board determines it to be in the best interests of the Company to engage in an initial Public Offering and to effect a Conversion, the Members agree that the Company’s capital structure shall be restructured in the manner described in this Section 9.5 and the Members shall vote and take all other action necessary in order to effect such Conversion. (d) Upon the consummation of an Internal Restructure, the surviving entity or entities shall assume or succeed to all of the outstanding debt and other liabilities and obligations of the Company. The governing instruments of the surviving entity shall incorporate the governance provisions of this AgreementAgreement as closely as practicable. All Members shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating an Internal Restructure including a Conversion (in accordance with this Section 8.3) including voting for or consenting thereto. No Member shall have any dissenters’ or appraisal rights in connection with any Internal Restructure. (d) Notwithstanding anything to the contrary in this Section 8.3, if the Internal Restructure involves the issuance of any stock or other security in a transaction not involving a Public Offering and any Member otherwise entitled to receive securities in such Internal Restructure in exchange for the Units held thereby and such Member is not an accredited investor (as defined under Rule 501 of Regulation D of the Securities Act), then the Company may require each Member that is not an accredited investor (i) to receive solely cash in such transaction, (ii) to otherwise be cashed out (by redemption, retirement or otherwise) by the Company or any other Member prior to the consummation of such restructure and/or (iii) to appoint a Purchaser Representative (as contemplated by Rule 506 of Regulation D of the Securities Act) selected by the Company with the intent being that such Member that is not an accredited investor receive substantially the same value in cash that such Member would have otherwise received in securities had such Member been an accredited investor.

Internal Restructure. (a) Subject to the consent of the Board of Managers in accordance with Article VI5, at any time on or after the date of this Agreementtime, the Company may effect an Internal Restructure on such terms as the Board of Managers in the exercise of its reasonable discretion deems advisable and consistent with the provisions set forth in the following sentenceadvisable. Each Member agrees that it will consent to and raise no objections to an Internal Restructure; provided that (i) the Internal Restructure is undertaken in a manner that results in the Members continuing to have substantially the same direct or indirect ownership of the Company or surviving entity as owned by the Members Company’s assets in place prior to the Internal Restructure, (ii) the Internal Restructure substantially preserves the relative economic interests, preferences, priorities and designations of the Members in the Company or any entity that succeeds to the Company in such Internal Restructure transaction and (iii) such Member determines, based on written advice of counsel, that the Internal Restructure would does not result in the imposition have a reasonable risk of any greater individual liability having a material adverse legal, regulatory, tax or accounting effect on the Members for the debts, obligations, or liabilities of the Company or for the contribution of capital to the Company or surviving entitysuch Member. Each Member hereby agrees that it will execute and deliver all agreements, instruments and documents as are required, in the reasonable judgment of the Board of Managers, to be executed by such Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with such Internal Restructure, the terms and provisions of this Agreement, including those provisions granting the Board of Managers authority to manage the affairs of the Company, granting certain Persons persons the right to nominate and cause the election of Managers, governing transfers of interests in the Company or other equity securities and indemnification. (b) The Members acknowledge that an Internal Restructure may be undertaken in connection with other events, such as a an Initial Public Offering of the Company, or an acquisition of another business or entity or the sale of equity in the surviving entity to other Persons and, if so determined by the BoardBoard of Managers, such Internal Restructure shall be deemed completed immediately before any such event. (c) The Members acknowledge that, to engage in an initial Initial Public Offering, it may be necessary or advisable for the Company to merge or convert into a Delaware corporation or such other entity as may be determined by the Board of Managers (a “Conversion”). Accordingly, if the Board of Managers determines it to be in the best interests of the Company to engage in an initial Initial Public Offering and to effect a Conversion, the Members agree that the Company’s capital structure shall be restructured in the manner described in this Section 9.5 9.8 and the Members shall vote and take all other action necessary in order to effect such Conversion. In connection with a Conversion, all Membership Interests of the Company (the “Old Interests”) will be exchanged for common stock of the surviving corporation (the “Conversion Consideration”), with unvested Management Incentive Units being exchanged for restricted common stock of the surviving corporation that is subject to vesting. In determining the portion of the Conversion Consideration to be exchanged for the Old Interests, the Company shall determine what portion of the Conversion Consideration would have been distributed among all of the holders of the Old Interests if the Company’s sole asset consisted of the Conversion Consideration and the Company distributed the Conversion Consideration in the same manner distributions would have been made in a complete liquidation of the Company taking into account the various rights, preferences and designations governing the Old Interests (which rights, preferences and designations are set forth in this Agreement, each as they may exist before the Conversion). Once the Company determines the portion of the Conversion Consideration that would have been distributed to each class or series of Old Interests if the Company had been liquidated immediately before the Conversion, the Board of Managers will then determine the exchange ratio of the Old Interest into common shares of the surviving corporation. (d) Upon the consummation of an Internal Restructure, the surviving entity or entities shall assume or succeed to all of the outstanding debt and other liabilities and obligations of the Company. The To the extent practicable, the governing instruments of the surviving entity shall incorporate the governance provisions of this Agreement. All Members shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating an Internal Restructure including a Conversion including voting for or consenting thereto. (e) In connection with an Internal Restructure for purposes of an initial public offering, if any Institutional Investor or its limited partners or investors has a structure involving ownership of all or a portion of its interests in the Company, directly or indirectly, through one or more single purpose entities (a “Blocker Corporation”), at the request of any such Institutional Investor, the Company will use commercially reasonable efforts to merge any such Blocker Corporation into the entity that will be the registrant in an initial public offering in a tax-free reorganization (if such registrant is taxed as an association and not as a partnership) or otherwise structure the transaction so that the Blocker Corporation is not subject to a level of corporate tax on an initial public offering or subsequent dividend payments or sales of stock, so long as the foregoing could not reasonably be expected to result in any costs or liabilities that are not indemnified or reimbursed by the stockholders or Affiliates of the Blocker Corporation or other adverse effects (other than de minimis adverse effects) to the Company or any of the Members (other than to the Blocker Corporation).

Internal Restructure. (a) Subject to the consent of the Board of Directors in accordance with Article VI, at any time on or after the date of this Agreement‎ARTICLE II, the Company may effect an Internal Restructure on such terms as the Board of Directors in the exercise of its reasonable discretion deems advisable and consistent with the provisions set forth in the following sentenceadvisable. Each Member agrees that it will consent to and raise no objections to an Internal Restructure; provided that (i) the Internal Restructure is undertaken in a manner that results in the Members continuing to have substantially the same direct or indirect ownership of the Company or surviving entity as owned by the Members Company’s assets in place prior to the Internal Restructure, (ii) the Internal Restructure substantially preserves the relative economic interests, preferences, priorities and designations of the Members in the Company or any entity that succeeds to the Company in such Internal Restructure transaction transaction, and (iii) such Member does not determine, based on written advice of counsel, that the Internal Restructure would not result in the imposition has a reasonable risk of any greater individual liability having a material adverse legal, regulatory, tax or accounting effect on the Members for the debts, obligations, or liabilities of the Company or for the contribution of capital to the Company or surviving entitysuch Member. Each Member hereby agrees that it will execute and deliver all agreements, instruments and documents as are required, in the reasonable judgment of the Board of Directors to be executed by such Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with such Internal Restructure, the terms and provisions of this Agreement, including those provisions granting the Board authority to manage the affairs of the Company, granting certain Persons persons the right to nominate and cause the election of ManagersDirectors, governing transfers Transfers of interests Interests in the Company or other equity securities and indemnification. (b) The Members acknowledge that an Internal Restructure may be undertaken in connection with other events, such as a Public Offering public offering of the Company, Company or an acquisition of another business or entity or the sale of equity in the surviving entity to other Persons and, if so determined by the BoardBoard of Directors, such Internal Restructure shall be deemed completed immediately before any such event. (c) The Members acknowledge that, to engage in an initial Public Offeringpublic offering, it may be necessary or advisable for the Company to merge or convert into a Delaware corporation (a “Conversion”). Accordingly, if the Board of Directors determines it to be in the best interests of the Company to engage in an initial Public Offering public offering and to effect a Conversion, the Members agree that the Company’s capital structure shall be restructured in the manner described in this Section 9.5 ‎Section 6.9 and the Members shall vote and take all other action necessary in order to effect such Conversion. In connection with a Conversion, all Interests in the Company (the “Old Interests”) will be exchanged for common stock of the surviving corporation (the “Conversion Consideration”). In determining the portion of the Conversion Consideration to be exchanged for the Old Interests, the Company shall determine what portion of the Conversion Consideration would have been distributed among all of the holders of the Old Interests if the Company’s sole asset consisted of the Conversion Consideration and the Company distributed the Conversion Consideration in the same manner distributions would have been made in a complete liquidation of the Company taking into account the various rights, preferences and designations governing the Old Interests (which rights, preferences and designations are set forth in this Agreement, each as they may exist before the Conversion). Once the Company determines the portion of the Conversion Consideration that would have been distributed to each class or series of Old Interests if the Company had been liquidated immediately before the Conversion, the Board of Directors will then determine the exchange ratio of the Old Interest into common shares of the surviving corporation. (d) Upon the consummation of an Internal Restructure, the surviving entity or entities shall assume or succeed to all of the outstanding debt and other liabilities and obligations of the Company. The To the extent practicable, the governing instruments of the surviving entity shall incorporate the governance provisions of this Agreement. All Members shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating an Internal Restructure including a Conversion including voting for or consenting thereto.

Internal Restructure. (a) Subject The Members acknowledge and agree that there may be circumstances including a public offering of equity interests in the Company or a Subsidiary that would cause it to be in the consent best interest of all of the Board Members that the business of the Company be conducted in accordance with Article VIa different legal entity form. Thus, at any time on or after the date of this AgreementEffective Date, the Company Company, upon the approval of the Members, may effect an Internal Restructure on such terms as the Board in the exercise of its reasonable discretion deems advisable and consistent with the provisions set forth in the following sentenceadvisable. Each Member agrees that it will consent to and raise no objections to an Internal Restructure; provided Restructure that (i) the Internal Restructure is undertaken in a manner that results in the Members continuing to have substantially the same direct or indirect ownership of the Company or surviving entity as owned has been approved by the Members prior to the Internal Restructure, (ii) the Internal Restructure substantially preserves the relative economic interests, preferences, priorities and designations of the Members in the Company or any entity that succeeds to the Company in such Internal Restructure transaction and (iii) the Internal Restructure would not result in the imposition of any greater individual liability on the Members for the debts, obligations, or liabilities of the Company or for the contribution of capital to the Company or surviving entityBoard. Each Member hereby agrees that it will execute and deliver all agreements, instruments and documents as are required, in the reasonable judgment of the Board to be executed by such Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with such Internal Restructure, the terms and provisions of this Agreement, including those provisions granting the Board authority to manage the affairs of the Company, granting certain Persons the right to nominate and cause the election of ManagersDirectors, governing transfers Transfers of interests in the Company Units or other equity securities and indemnification.. Amended and Restated Limited Liability Company Agreement of AleAnna Energy, LLC 20 (b) The Members acknowledge that an Internal Restructure may be undertaken in connection with other events, such as a Public Offering of the Company, an acquisition of another business or entity or the sale of equity in the surviving entity to other Persons and, if so determined by the Board, such Internal Restructure shall be deemed completed immediately before any such event. (c) The Members acknowledge that, to engage in an initial Public Offering, it may be necessary or advisable for the Company to merge or convert into a corporation (a “Conversion”). Accordingly, if the Board determines it to be in the best interests of the Company to engage in an initial Public Offering and to effect a Conversion, the Members agree that the Company’s capital structure shall be restructured in the manner described in this Section 9.5 and the Members shall vote and take all other action necessary in order to effect such Conversion. (d) Upon the consummation of an Internal Restructure, the surviving entity Entity or entities Entities shall assume or succeed to all of the outstanding debt and other liabilities and obligations of the Company. The governing instruments of the surviving entity surv1vmg Entity shall incorporate the governance provisions of this AgreementAgreement as closely as practicable. All Members shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating an Internal Restructure including a Conversion including voting for or consenting thereto.