Such restrictive legend shall be removed in connection with (i) any transfer to the public in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the 1933 Act)); (ii) any transfer pursuant to an effective registration statement under the 1933 Act; or (iii) any transfer in connection with which the transferring stockholder delivers to the Corporation an opinion of counsel reasonably acceptable to the Corporation to the effect that the transferee would be entitled to transfer such securities in a public sale without registration under the 1933 Act.
(c)No Further Ownership Rights in the Units. All shares of Preferred Stock and Common Stock issued in exchange for Units pursuant to the Conversion in accordance with the terms of this Section 5 shall be deemed to have been issued in full satisfaction of all rights pertaining to such Units. Immediately following the Effective Time, Units shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and the holder of any Units immediately prior to the Effective Time shall cease to have any rights with respect thereto. Notwithstanding the foregoing, the vesting schedule and other restrictions applicable to Profits Interests issued pursuant to the 2014 Equity Incentive Plan and a Unit Grant Agreement (as defined in the 2014 Equity Incentive Plan) issued thereunder prior to the Effective Time shall continue to apply to shares of Common Stock issued in exchange for such Profits Interests following the Effective Time (except, in the case of certain employees, any restrictions relating to continued employment), and each holder of Profits Interests shall enter into a Restricted Stock Agreement that reflects such vesting schedule and restrictions.
(d)Transfer Books. At the Effective Time, there shall be no further registration of transfers on the transfer books of the LLC of any Units that were outstanding immediately prior to the Effective Time.
(e)Fractional Shares. The Corporation shall not issue fractional shares with respect to the Conversion. Any fractional share of Common Stock that would otherwise be issued as a result of the Conversion will be rounded down to the nearest whole share of Common Stock.
(f)Structure. The Conversion has been structured to be treated, for U.S. federal income tax purposes, as a transaction and an exchange described in Section 351 of the Internal Revenue Code of 1986, as amended, in accordance with and as described in Revenue Ruling 2004-59, 2004-24 I.R.B. 1050, issued by the United States Internal Revenue Service.
6.Approvals. On or prior to the date hereof, the Board has approved this Plan through execution and delivery of a Unanimous Written Consent of the Board (including the Requisite Investor Managers) and the Unitholder Majority has approved this Plan through delivery of a Written Consent of Members.
7.Licenses, Permits, Titled Property, Etc. If and when applicable, following the Effective Time, the Corporation shall apply for new state tax identification numbers, qualifications to conduct business (including as a foreign corporation), licenses, permits and similar authorizations on its behalf and in its own name in connection with the Conversion and to reflect the fact that it is a corporation. As required or appropriate, following the Effective Time, all real, personal and intangible property of the LLC which was titled or registered in the name of the LLC shall be re-titled or re-registered, as applicable, in the name of the Corporation by appropriate filings and/or notices to the appropriate parties (including, without limitation, any applicable governmental agencies). In addition, following the Effective Time, the LLCs customer, vendor and other communications (e.g., business cards, letterhead, websites, etc.) shall be revised to reflect the Conversion and the Corporations corporate status.
8.Further Assurances. If, at any time after the Effective Time, the Corporation shall determine or be advised that any deeds, bills of sale, assignments, agreements, documents or assurances or any other acts or things are necessary, desirable or proper, consistent with the terms of this Plan, (a) to vest, perfect or confirm, of record or otherwise, in the Corporation its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the LLC, or (b) to otherwise carry out the purposes of this Plan, the Corporation and its proper officers and directors (or their designees) are hereby authorized to solicit in the name of the LLC any third-party consents or other documents required to be delivered by any third party, to execute and deliver, in the name and on behalf of the LLC, all such deeds, bills of sale, assignments, agreements, documents and assurances and do, in the name and on behalf of the LLC, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the LLC and otherwise to carry out the purposes of this Plan.