Consent to Conversion under the Pension Benefits Act The terms and conditions of this MOA are conditional on the Union providing consent on behalf of all employees in the bargaining unit covered by the Collective Agreement to the conversion of the Plan to the UPP under section 80.4 of the Pension Benefits Act, including transfer of the Plan’s assets and liabilities to the UPP, and will support the position of the University in its application, when made, for the approval of such conversion and transfer. For clarity, if the Union does not provide consent on behalf of all employees in the bargaining unit covered by the Collective Agreement to the conversion of the Plan to the UPP under section 80.4 of the Pension Benefit Act before March 1, 2019, then the terms and conditions of this MOA will be null and void and will not be implemented.
Consent to Conversion. 3.1 Lender hereby consents to: (i) the creation of Holdco, (ii) the conversion of Borrower from a California limited liability company to a Delaware limited liability company, (iii) the transfer by all of the members of Borrower of all of their equity interests in Borrower to Holdco in exchange for the issuance to such members of equity interests in Holdco, and (iv) the change in Borrower’s name from The Real Good Food Company, LLC, to Real Good Foods, LLC.
Consent to Conversion. Each of Northern Xxxxxxxx, InterGroup, Santa Fe, Portsmouth, DWC and Winfield hereby agrees to execute and deliver a consent to the Conversion, substantially in the form attached hereto as Exhibit A attached hereto. Each of Northern Xxxxxxxx, InterGroup, Santa Fe, Portsmouth, DWC and Winfield hereby agrees and acknowledges that after giving effect to the Conversion, the Winfield Group (as defined in the Charters) shall have no further special voting rights or Board representation rights.
Consent to Conversion. Each Preferred Holder hereby agrees to execute and deposit with the Company simultaneously herewith a written shareholder conversion notice in the form attached hereto as Exhibit D (the “Consent”) to the voluntary conversion (the “Conversion”) of all of the outstanding shares of Series B Preferred held or beneficially owned by such Preferred Holder into shares of the Company’s Common Stock pursuant to and as provided in the provisions of Sections 5(a) and (c) (subject in all cases to the limitations of Sections 5(i) and 5(h)) of the Series B Preferred Designation of Rights and Preferences, which is incorporated into and a part of the Amended Articles. In the event the Closing of the Equity Financing does not occur, this Agreement and the Consents shall be of no further force or effect. The Consent shall be subject to completion and delivery on the Preferred Holder’s behalf by the Attorney-in-Fact as set forth in Section 3 below. The Conversion shall be effective immediately after the Closing (as defined in the Purchase Agreement) of the Equity Financing upon the terms set forth in Exhibit B hereto (or any changes approved in advance by each of the Preferred Holders (the “Conversion Date”)). Each Preferred Holder hereby acknowledges and agrees that the number of shares of Common Stock that such Preferred Holder is entitled to be issued upon the Conversion, including, without limitation, after giving effect to any anti-dilution adjustments to the shares of Series B Preferred in accordance with the Amended Articles and the Series B Preferred Designation of Rights and Preferences upon the issuance of the Transaction Securities (as defined in the Purchase Agreement), are as set forth opposite such Preferred Holder’s name on Exhibit E hereto.
Consent to Conversion. The Company agrees that it will not unreasonably withhold or delay its consent to the conversion of any shares of the Preferred Stock pursuant to Section 6(a) of the Certificate of Designations, if prior to the Standstill Expiration Date, (a) a tender offer for the Common Stock of the Company has been made (unless the Company has recommended that its stockholders not accept such tender offer), (b) the Company has entered into a merger agreement which requires holders of Common Stock to make an election as to the form of consideration to be received in the merger or (c) any similar circumstances arise in which the holders of Preferred Stock could be disadvantaged as a result of their inability to convert the shares of Preferred Stock into shares of Common Stock pursuant to Section 6(a) of the Certificate of Designations.
Consent to Conversion. The undersigned acknowledges that the Company intends to convert the Company into a Delaware corporation pursuant to the Delaware General Corporate Law (such conversion being the “Conversion” and such successor entity being the “Corporation”) and to file a registration statement on Form S-1. In connection therewith, Investor hereby irrevocably consents to the Conversion and the S-1 filing on the following terms and conditions and agrees that such conversion is fair and in the best interests of the Company and the Company’s members:
Consent to Conversion. Effective on (and subject to the occurrence of) the Conversion Effective Date, the Majority Lenders hereby agree to consent to the extent (but only to the extent) necessary to permit the consummation of the Conversion in accordance with the terms of the Exchange Agreement and the Class B Loan Documents.
Consent to Conversion. Each of the undersigned holders of Preferred Stock hereby irrevocably consents to the conversion of each share of the Series of Preferred Stock held by such holder into the number of shares of Common Stock specified in Section 5 of Article Fourth of the Certificate of Incorporation, such conversion to be effective immediately prior to the firm underwritten public offering of the Common Stock at a price per share before underwriters' discounts and commissions of not less than $7.00 per share.
Consent to Conversion. The Administrative Agent consents to the proposed Conversion if, and only if, Administrative Agent, in its sole discretion, is satisfied that each of the Conversion Conditions shall have been satisfied. For purposes hereof, “Conversion Conditions” shall mean:
Consent to Conversion. Subject to the terms and conditions set forth herein and notwithstanding the provisions of Sections 9.1 of the Loan Agreement, Lender hereby consents to the conversion of Bayshore Inc. into Bayshore L.P. pursuant to the Certificate of Limited Partnership and the other applicable Bayshore Conversion Documents as in effect on the date hereof (the "Bayshore Conversion").
