Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Variable Insurance Portfolios, LLC (“JHVIP”), pursuant to a Plan of Conversion approved by shareholders of JHT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows:
(a) References to, representations by and covenants of JHT (including representations by JHT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware);
(b) The Acquired Funds and their corresponding Acquiring Funds shall be deemed to be the following: Core Equity Fund Fundamental Value Fund U.S. Large Cap Fund American Growth-Income Fund Income & Value Fund American Asset Allocation Fund Mid Cap Value Fund Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund Equity Income Fund
(c) References to the “shares” or “shares of beneficial interest, par value $.01 per share,” of JHT or the Acquired or Acquiring Funds shall be deemed to be references to “shares” or “shares of limited liability company interest, without par value,” of JHVIP or the Acquired or Acquiring Funds;
(d) References to the Board of Trustees and officers of JHT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP;
(e) References to the Declaration of Trust and By laws of JHT and to the “laws of Massachusetts” (or the “laws of the Commonwealth of Massachusetts”) or “Massachusetts law” shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “laws of Delaware” (or the “laws of the State of Delaware”) or “Delaware law,” including for purposes of Section 11(c) of the Plan;
(f) Section 11(e) of the Plan shall be deemed to be deleted; and
(g) the individuals executing this ...
Conversion to Limited Liability Company. (a) Notwithstanding any other provision hereof, the Company may at any time, in its sole discretion, convert from a corporation into a limited liability company, pursuant to Section 266 of the Delaware General Corporation Law or any other applicable law of the State of Delaware that provides that the limited liability company resulting from such conversion shall be deemed to be the same entity as the corporation.
(b) Upon such conversion, all references to the Company herein, in any indenture supplemental hereto and in any Outstanding Securities shall be deemed to refer to the limited liability company resulting from such conversion without any further action by the Company hereunder. Such conversion shall not constitute a breach of any covenant or warranty of the Company or any Guarantor in this Indenture and shall not constitute a default in the performance or observance of any of their respective obligations hereunder.
(c) Promptly following any such conversion, the Company shall give written notice of such conversion to the Trustee and shall deliver to the Trustee:
(1) copies of (a) a Board Resolution approving such conversion and (b) the certificate of conversion filed with the Secretary of State for Delaware, in each case certified by the Secretary or an Assistant Secretary or other authorized officer or person of the Company; and
(2) an Opinion of Counsel stating that the Company is an existing limited liability company in good standing under the laws of the State of Delaware and that all conditions precedent provided for in this Indenture to such conversion have been complied with.
(d) For the avoidance of doubt, the Company shall not be required to enter into any indenture supplemental hereto in order to affect the conversion pursuant this Section 803.
Conversion to Limited Liability Company. The general partners of MTP-South Tower LP plan to cause a limited liability company to be formed under California law, to be named Xxxxxxx Xxxxxx Partners-South Tower, LLC ("MTP-SOUTH TOWER LLC"), and to cause MTP-South Tower LLC to succeed by operation of law to all of the assets and liabilities of MTP-South Tower LP. If MTP-South Tower LLC is formed and succeeds to the assets and liabilities of MTP-South Tower LP, whether before or after the Effective Date, Aetna consents to such formation and succession, provided that:
Conversion to Limited Liability Company. Subsequent to the effectiveness of this Second Supplemental Indenture, at such date and time that Commonwealth Telephone Enterprises of Delaware, Inc. converts under Section 266 of the Delaware General Corporation Law into a limited liability company and is renamed Commonwealth Telephone Enterprises, LLC (the "Conversion"), all references in the Indenture to the "Company" shall be to Commonwealth Telephone Enterprises, LLC. The Company shall promptly notify the Trustee of the effectiveness of the Conversion and no further supplemental indenture shall be entered into or required with respect to the Conversion.
Conversion to Limited Liability Company. 5 MTP-South Tower; Equity Owners. . . . . . . . . . . . . . 5 1.6 Application of Pre-Closing Payments . . . . . . . . . . . 6 1.7 Additional Payment at Closing . . . . . . . . . . . . . . 6 1.8 Application of Funds at Closing . . . .
Conversion to Limited Liability Company. (a) Notwithstanding any other provision hereof or of the Base Indenture, Anheuser-Xxxxx InBev Finance Inc. may at any time, in its sole discretion, convert from a corporation into a limited liability company, pursuant to Section 266 of the Delaware General Corporation Law or any other applicable law of the State of Delaware that provides that the limited liability company resulting from such conversion shall be deemed to be the same entity as the corporation.
(b) Upon such conversion, all references to Anheuser-Xxxxx InBev Finance Inc. herein, in any other indenture supplemental to the Base Indenture and in any Outstanding Securities shall be deemed to refer to the limited liability company resulting from such conversion without any further action by Anheuser-Xxxxx InBev Finance Inc. hereunder. Such conversion shall not constitute a breach of any covenant or warranty of Anheuser-Xxxxx InBev Finance Inc. herein or in the Base Indenture and shall not constitute a default in the performance or observance of any of its obligations thereunder or hereunder.
(c) Promptly following any such conversion, Anheuser-Xxxxx InBev Finance Inc. shall give written notice of such conversion to the Trustee and shall deliver to the Trustee:
(1) copies of (a) a Board Resolution approving such conversion and (b) the certificate of conversion filed with the Secretary of State for Delaware, in each case certified by the Secretary or an Assistant Secretary or other authorized officer or person of Anheuser-Xxxxx InBev Finance Inc.; and
(2) an Opinion of Counsel stating that Anheuser-Xxxxx InBev Finance Inc. is an existing limited liability company in good standing under the laws of the State of Delaware and that all conditions precedent provided for in the Indenture to such conversion have been complied with.
(d) For the avoidance of doubt, Anheuser-Xxxxx InBev Finance Inc. shall not be required to enter into any further indenture supplemental to the Base Indenture in order to affect the conversion pursuant this Section 2.04.
Conversion to Limited Liability Company. Notwithstanding any other provision hereof, the Company may at any time, in its sole discretion, convert from a corporation into a limited liability company, pursuant to Section 266 of the Delaware General Corporation Law or any other applicable law of the State of Delaware that provides that the limited liability company resulting from such conversion shall be deemed to be the same entity as the corporation.
Conversion to Limited Liability Company. Seller shall use reasonable best efforts to effect the Conversion prior to the Closing Date and to effect the conversion, prior to the Closing Date, of each of the other Acquired Companies to a limited liability company under the laws of its current jurisdiction of organization. In furtherance thereof, Seller shall, and shall cause its Affiliates to, execute, deliver and file such documents and instruments, in such form as shall be reasonably satisfactory to Buyer, and take such further actions as may be reasonably required to effect the Conversion and such other conversions prior to the Closing Date.
Conversion to Limited Liability Company. Effective upon the date of the filing of each of the Certificate of Conversion of the Corporation to the Company and the Certificate of Formation of the Company with the Secretary of State (the "Effective Date") the Corporation shall be converted to, and shall thereafter be, a limited liability company (the "Company") pursuant to Section 18-214 of the Act, and the Members hereby designate Xxxxxx X. Xxxxxxxxx as an "authorized person" within the meaning of the Act for the sole purpose of executing, delivering and filing each of the Certificate of Conversion of the Corporation to the Company and the Certificate of Formation of the Company with the Secretary of State. The rights and duties of the Members shall be as provided in the Act, except as modified by this Agreement. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make this Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.
Conversion to Limited Liability Company. Subject to the terms and conditions of this Agreement, immediately following the KNCE Merger, the Company shall convert into a limited liability company by causing a certificate of conversion to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and taking all other actions required to effect such conversions pursuant to the LLC Act (the “LLC Conversion”).
