Conversion Agreement. This Agreement and the transactions contemplated hereby, have been duly and validly authorized by the Company. This Agreement has been duly executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.
Conversion Agreement. The Conversion Agreement has been duly authorized, executed, and delivered by each of Diamond Growers and Diamond Foods; has been duly adopted by (A) the required vote of the Board of Directors of Diamond Growers, (B) the required vote of Diamond Growers members and (C) the required vote of the Board of Directors of Diamond Foods, and has not been rescinded, amended or otherwise withdrawn; and constitutes a legal, valid and binding instrument enforceable against Diamond Growers and Diamond Foods in accordance with its terms. Pursuant to Section 259(a) of the General Corporation Law of the State of Delaware, upon consummation of the Merger, Diamond Foods shall obtain all the rights, privileges, powers and franchises of Diamond Growers at the time of the Merger, and all debts, liabilities and duties of Diamond Growers at such time shall attach to Diamond Foods and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. The Conversion Agreement conforms in all material respects to the applicable requirements of the CGCL, the CFAC, any rules or regulations in respect thereof, and the requirements of all other applicable laws.
Conversion Agreement. Upon any conversion under this Note, the Holder shall deliver to the Company a Conversion Agreement in substantially the form set forth in Exhibit I hereto, except that if the shares issuable upon such conversion are not to be issued in the name of the Holder, the Conversion Agreement shall also state the name of the Person to whom the certificates for such shares are to be issued, and if the number of such shares to be issued does not include all of the shares of Conversion Stock issuable hereunder, it shall also state the name of the Person to whom a new Note is to be issued.
Conversion Agreement. The parties acknowledge and agree that this Equity Conversion Term Sheet does not include all of the conditions, covenants, closing conditions, representations, warranties and other terms that would be contained in definitive documents for transactions of this type. As such, the Commitment Parties and EFH shall no later than 30 days after the date of execution of the Commitment Letter, enter into a conversion agreement (the “Conversion Agreement”) containing the terms and conditions set forth in this Equity Conversion Term Sheet, the Commitment Letter and other customary terms and conditions for transactions of this type, and which must be consistent with the Restructuring Support Agreement and reasonably satisfactory to at least three (3) investment advisors that manage and/or advise funds or accounts that beneficially own, collectively, at least 66.6% of the EFIH Unsecured Note Claims held by all Consenting Creditors (the “Required EFIH Unsecured Consenting Creditors”) and EFH, which Conversion Agreement shall be incorporated by reference into the Note Purchase Agreement or shall be attached as an exhibit thereto. Organizational Documents Corporate governance for Reorganized EFH and Reorganized EFIH, including charters, bylaws, operating agreements, or other organization documents, as applicable (the “Organizational Documents”), shall be consistent with section 1123(a)(6) of the Bankruptcy Code (as applicable) and the Tax Matters Agreement, shall be determined by the Required EFIH Unsecured Consenting Creditors in consultation with (i) EFH, (ii) EFIH, and, (iii) as appropriate, with other Holders of EFIH Second Lien DIP Claims or EFIH Unsecured Note Claims that upon the Effective Date will receive greater than 15% of the Reorganized EFH Common Stock. Registration Rights Reorganized EFH and any Conversion Parties that will constitute affiliates of Reorganized EFH under the Securities Act of 1933 after the Effective Date will enter into a registration rights agreement (the “Registration Rights Agreement”), which shall contain such terms and conditions reasonably satisfactory to the Required EFIH Unsecured Consenting Creditors and as necessary to comply with the terms of the Private Letter Ruling and provide for registration rights, including demand, piggyback and shelf registration rights, with the number of long form demand registration rights to be determined by the Required EFIH Unsecured Consenting Creditors. Transferability of Converted Shares The Con...
Conversion Agreement. Lender subscribes to purchase, and Borrower promises to issue, 67,340 shares of Borrower's common stock, par value $0.01 per share (the "Shares"), for a purchase price of $14.85 per share or $999,999 in the aggregate. The purchase price is payable by conversion of $999,999 of the Bridge Loan principal into capital of Borrower and Lender instructs Borrower to convert such principal into capital upon issuance and delivery of the Shares to Lender. In connection with the purchase of the Shares, Lender represents and acknowledges as follows:
Conversion Agreement. Navarre and the Purchaser shall have entered into a Conversion Agreement substantially in the form of Exhibit A (the "Conversion Agreement").
Conversion Agreement. If the Assignee is purchasing TLC, the Assignee hereby agrees and acknowledges that, effective upon the consummation of an assignment of TLC, such TLC shall be subject to the Conversion Agreement (including the Conversion Option), and such assignment shall not affect or impair the Conversion Agreement (including the Conversion Option) in any respect. Further, if the Assignee is purchasing TLC, the Assignee acknowledges that (i) it has read and understands the terms of the Conversion Agreement, (ii) the representations and warranties set forth in Section 11(c) of the Conversion Agreement are true and correct with respect to Assignee as of the date of such assignment, (iii) the representations and warranties set forth in Section 1 l(c)(ii) of the Conversion Agreement shall be true and correct with respect to Assignee as of the Conversion (assuming Assignee is a holder of TLC at such time) and Assignee shall remake such representations and warranties at such time if Assignee is then a holder of TLC.
Conversion Agreement. First Coastal shall have entered into a Conversion Agreement with Josexx X. Xxxxxx, Xxarxxx X. Xxxxx, Xxepxxx Xxxxxxxx xxx John Xxxxxxx Xxxxx xxxigating each to convert all shares of Series A Preferred held by them on or before the Initial Closing Date, and such agreements shall remain in full force and effect.
Conversion Agreement. On the Closing Date, Parent, Merger Sub and CASH shall enter into a conversion agreement with Turning Point Brands, Inc.
Conversion Agreement. The Company and Xx. Xxxxxxx shall have executed and delivered that certain Conversion Agreement dated as of the date hereof, by and among the Company, Xx. Xxxxxxx and the Purchaser, a form of which is attached hereto as Exhibit 1.3(j) (the “Conversion Agreement”)
