Conversion Expenses. The Issuer will pay all stamp, issue, registration or other similar taxes and duties (if any) arising in the United States on the issue of Shares on conversion of the Notes, their transfer and delivery to or to the order of the converting Noteholder (subject as provided in Section 11.3 hereof), any expenses of obtaining a listing for such Shares on the NYSE Amex and all charges of the Paying and Conversion Agents in connection therewith. Subject thereto, as conditions precedent to conversion, the Noteholder must pay to the Issuer (or to such person as the Issuer may direct) all stamp, issue, registration or other similar taxes and duties (if any) (“Conversion Expenses”) arising on conversion which may be payable:
(i) in the country in which the Specified Office of the Paying and Conversion Agent is located (if not the United States); and
(ii) in any other jurisdiction, as a result of the issue, transfer or delivery of Shares or any other property or cash upon conversion to or to the order of the converting Noteholder.
Conversion Expenses. All reasonable costs and expenses associated with activities undertaken by the Custodian to carry out its duties and services as a foreign custody manager under Rule 17f-5(b) in those jurisdictions in which the Funds’ previous Custodian was maintaining Fund assets with Eligible Foreign Custodians shall be borne by the Custodian, including, but not limited to, registration fees, translation fees, filing fees, fees associated with obtaining, verifying and authenticating the Trust’s constitutive documents; and fees associated with obtaining legal opinions, audited financial statements and other professional services, notwithstanding Section 7.01 of this Agreement.
Conversion Expenses. 22 8.11 Public Inspection of Conversion Application .................... 22 8.12 Enforcement of Terms and Conditions ............................ 22 ARTICLE 9. MISCELLANEOUS ................................................... 22 9.1 Interpretation of Plan .......................................... 22 9.2 Amendment or Termination of the Plan ............................ 23 EXHIBIT A Charter and Bylaws of the Stock Holding Company EXHIBIT B Amended and Restated Charter and Bylaws of the Bank EXHIBIT C Initial Directors of the Stock Holding Company THE 1855 BANCORP PLAN OF CONVERSION
Conversion Expenses. The Regulations require that the expenses of the Conversion must be reasonable. The MHC will use its best efforts to assure that the expenses incurred by the MHC in effecting the Conversion will be reasonable.
Conversion Expenses. Seller shall bear the expense of one set of test files to be provided to Buyer prior to the Effective Time, and one set of conversion files and back-up files provided as of the Effective Time; provided, however, Buyer shall bear the cost of any additional files or specially formatted files from FIS that Buyer may request, Seller’s data processor (“FIS”); provided, further, in the event Buyer is unable to complete the conversion as contemplated to occur at the Effective Time, Buyer shall be responsible for the processing charges of FIS relating to the Assets and Deposits following the Effective Time.
Conversion Expenses. The Issuer will pay all stamp, issue, registration or other similar taxes and duties (if any) arising in Canada on the issue of Shares on conversion of the Notes, their transfer and delivery to or to the order of the converting Noteholder or, as the case may be, the Trustee (subject as provided in Condition 13 (Settlement)), any expenses of obtaining a listing for such Shares on the Relevant Exchange and all charges of the Paying and Conversion Agents in connection therewith as provided in the Agency Agreement. Subject thereto, as conditions precedent to conversion, the Noteholder must pay to the Issuer (or to such person as the Issuer may direct) all stamp, issue, registration or other similar taxes and duties (if any) (“Conversion Expenses”) arising on conversion which may be payable:
(i) in the country in which the Specified Office of the relevant Paying and Conversion Agent is located (if not Canada); and
(ii) in any other jurisdiction, as a result of the issue, transfer or delivery of Shares or any other property or cash upon conversion to or to the order of the converting Noteholder.
Conversion Expenses. Until the Closing Date, Bank shall be responsible for all costs incurred by Bank employees during the conversion including travel costs, training costs, or other costs specific to the deconversion of Bank’s current operating systems. Until the Closing Date, Premier shall be responsible for all costs incurred by Premier or PFBI employees during the conversion including travel costs, training costs, or other costs specific to the conversion of Bank’s current operating systems to Premier’s operating systems.
Conversion Expenses. The Issuer will pay all stamp, issue, registration or other similar taxes and duties (if any) arising in the United States on the issue of Shares on conversion of the Notes, their transfer and delivery to or to the order of the converting Noteholder (subject as provided in Condition UK/1244295/33 - 19 - 246135/70-40262323
Conversion Expenses. First Bank shall be responsible for all costs incurred by First Bank employees during the conversion including travel costs, training costs, or other costs specific to the deconversion of First Bank’s current operating systems. Premier shall be responsible for all costs incurred by Premier employees during the conversion including travel costs, training costs, or other costs specific to the conversion of First Bank’s current operating systems to Premier’s operating systems.
Conversion Expenses. (1) If, either before or after the Closing, any Regulatory Agency objects, or requires Investor or any of its affiliates to limit their activities as a condition, to the investment in the Company contemplated hereby, the Company and Investor shall cooperate and use reasonable best efforts to ensure that any such objection, requirement or limitation is promptly addressed in such a way so as to permit the completion of the investment on the terms described in this Agreement without, in the sole judgment of Investor, adversely affecting the then-current operations of Investor or any of its affiliates or, if the Closing shall have occurred, resolved in a manner satisfactory to the Investor and any such Regulatory Agency. In the event that as a condition to, or if the Closing shall have occurred, as a result of, the investment contemplated hereby, any Regulatory Agency shall require the Investor to limit any of its or its affiliates’ activities or the imposition of any other condition that, in the sole judgment of Investor, would adversely affect the then-current operations of Investor or any of its affiliates, Investor shall have the option, at its sole election, to (a) require the Company to take the actions described in Sections 6(f)(2) and 6(f)(3), or (b) in the event the Closing has not yet occurred, reduce the number of Investor Shares to be purchased at the Closing to a number, not less than the Minimum Percentage, as would eliminate the requirement for the condition required by the Regulatory Agency.
(2) The Company shall, upon the Investor’s request pursuant to Section 6(f)(1)(a), file articles supplementary to the Articles of Incorporation of the Company with the Department of Assessments & Taxation of the State of Maryland to create a new class of its non-voting common stock, which class of non-voting common stock shall have the same dividend rights and preferences (other than in respect of voting rights) as any Common Stock that Investor elects to substitute or exchange, as applicable, in accordance with Section 6(f)(3), would have had if such Common Stock had not been so substituted or exchanged and shall be substantially similar in all respects to the Company’s existing Class B Non-Voting Common Stock, except that such non-voting common stock will contain terms providing for its automatic conversion into Common Stock upon transfer to any third party not affiliated with the holder of such non-voting common stock (the “New Non-Voting Common Stock”)....
