Qualified Distribution. In connection with any such Qualified Public Offering or Qualified Distribution, the Members will be entitled to receive common stock of the Company in exchange for their Membership Interests in the same proportions as their respective Membership Interests immediately prior to such Qualified Public Offering or Qualified Distribution. The Members and the Company intend any conversion of the Company to a corporation under the Delaware Act to qualify as a reorganization under Section 368(a)(1)(F) of the Code. Neither the Company nor any Member shall take any position inconsistent with such characterization on any return or filing or otherwise with any taxing authority unless otherwise required by applicable law.
Appears in 2 contracts
Sources: Limited Liability Company Agreement, Limited Liability Company Agreement (Google Inc.)