Legal Conversion Document

LEGAL CONVERSION DOCUMENT

Converting Entity: , a organized under the laws of , with principal place of business at .

Surviving Entity: , a organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Converting Entity is duly organized and validly existing and has the power to effect a statutory conversion or similar conversion procedure under the laws of ; and

WHEREAS, the governing body and, where required, the members, shareholders or other constituent parties of Converting Entity have approved the conversion of Converting Entity into Surviving Entity in accordance with applicable law and the constituent documents of Converting Entity, evidenced by the approval dated ; and

WHEREAS, the parties desire to set forth the terms and conditions under which the conversion will occur and the rights and obligations of the parties following the conversion.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 Definitions. For purposes of this Agreement, the following terms have the meanings set forth below:

"Effective Date" means the date and time set forth in Section 3 below on which the conversion shall become effective.

2. THE CONVERSION

2.1 Conversion. Subject to the terms and conditions of this Agreement and applicable law, Converting Entity shall be converted into Surviving Entity, and, as a result of such conversion, Surviving Entity shall continue or succeed to all of the rights, privileges, franchises, immunities, powers and purposes of Converting Entity and shall become vested with all property, rights, privileges, interests and obligations of Converting Entity.

2.2 Effect of Conversion. The conversion shall not, except as provided by applicable law, impair the obligations of Converting Entity or the rights of creditors, and all obligations, liabilities and duties of Converting Entity shall become those of Surviving Entity without further act or deed.

2.3 Effective Date. The Effective Date of the conversion shall be (the "Effective Date"), or such other date as the parties may agree in writing.

3. CONSIDERATION

3.1 Consideration for Conversion. As consideration for the conversion of Converting Entity into Surviving Entity, the holders of interests in Converting Entity shall receive the consideration described below and evidenced by the records of Surviving Entity.

4. ORGANIZATIONAL DOCUMENTS AND GOVERNANCE

4.1 Governing Instruments. From and after the Effective Date, the Certificate of Incorporation/Articles of Organization and Bylaws/Operating Agreement of Surviving Entity, each as in effect on the Effective Date, shall be the governing instruments of Surviving Entity. The rights of the holders of interests or shares shall be determined in accordance with those governing instruments and applicable law.

5. TRANSFER OF ASSETS AND LIABILITIES

5.1 Vesting. All property, real and personal, rights, privileges, licenses, permits and franchises of Converting Entity shall vest in Surviving Entity without reversion or impairment, and all debts, liabilities and duties of Converting Entity shall become the debts, liabilities and duties of Surviving Entity.

6. TAX MATTERS

6.1 Tax Treatment. The parties acknowledge that the conversion may have tax consequences and agree to cooperate in good faith to elect or treat the conversion for federal, state or local tax purposes as provided in the elections made contemporaneously with this Agreement.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants to the other that (a) it is duly organized and in good standing under the laws of the jurisdiction stated in the opening paragraph, (b) it has full corporate or organizational power and authority to enter into this Agreement, (c) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action, and (d) this Agreement constitutes the valid and binding obligation of such party enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or other laws affecting creditors' rights generally.

8. COVENANTS

8.1 Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be necessary or appropriate to carry out the intent and purposes of this Agreement and to effect the conversion.

8.2 Preservation of Records. Surviving Entity shall preserve the books and records of Converting Entity for a period of years following the Effective Date and shall make such records available to Converting Entity or its designees as reasonably requested.

9. CONDITIONS PRECEDENT

9.1 Conditions to Obligations. The obligations of each party to effect the conversion are subject to the satisfaction or written waiver of customary conditions precedent, including but not limited to:

(a) All required approvals of members, managers, directors or shareholders have been obtained: Approval obtained? Yes

(b) No injunction or legal restraint preventing the conversion remains in effect.

10. CLOSING

10.1 Closing. The closing of the conversion ("Closing") shall take place at the offices of the Surviving Entity or at such other place as the parties shall agree on , or at such other date and time as the parties shall mutually agree.

11. INDEMNIFICATION

11.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants contained in this Agreement, subject to customary limitations and procedures for claim notice and defense.

12. NOTICES

12.1 Delivery. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), nationally recognized overnight courier, or by electronic transmission with confirmation, to the addresses set forth below (or to such other address for a party as shall be specified by like notice).

13. AMENDMENTS; WAIVER

13.1 Amendments. This Agreement may be amended, modified or supplemented only by an agreement in writing signed by all parties.

13.2 Waiver. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

14. GOVERNING LAW

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to principles of conflicts of law.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 Entire Agreement. This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

15.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

16. MISCELLANEOUS

16.1 Survival. All representations, warranties and covenants contained in this Agreement shall survive the Effective Date to the extent provided herein or by law.

Sign Now