Conversion Transaction. Prior to the Merger, the Shareholders and the Company shall file with the Secretary of State of __________________ an amendment to and/or a restatement of the Company's Articles of Incorporation and shall take such other action as may be necessary to convert itself into a general business corporation in accordance with all applicable laws, rules and regulations. Shareholders shall form a new professional entity (the "New Corporation") on or before Closing under which it shall conduct its orthodontic practice and which new entity shall own any assets of the orthodontic practice required by applicable law to be owned by the orthodontic practice.
Conversion Transaction. The Company proposes to convert its outstanding ownership interests into shares of stock of Plum Creek Timber Company, Inc., a Delaware corporation (the "Corporation"), through the merger (the "Merger") of the Company with and into Plum Creek Acquisition Partners, L.P., a Delaware limited partnership (the "Operating Partnership"). Prior to the Merger, Manufacturing will form Plum Creek Manufacturing Holding Company, Inc. ("Holding") and will contribute a nominal amount to Holding in exchange for 96 percent of Holding's outstanding common stock (which will be non-voting stock), and management of the Company will purchase (the "Management Stock Purchase") the remaining 4 percent of such outstanding common stock (which will be voting stock). Manufacturing and Holding will then form four new Subsidiaries of Holding (the "New Subsidiaries"). Immediately prior to the Merger, Manufacturing will contribute an undivided 75 percent interest in substantially all of its assets (allocated in varying proportions) to the New Subsidiaries in exchange for 75 percent (valued on a fair market value basis at the time of transfer) of the outstanding capital stock of each of the New Subsidiaries (which stock will be non-voting preferred stock) and will contribute an undivided 25 percent interest in substantially all of its assets to Holding. Immediately thereafter, Holding will contribute such undivided 25 percent interest (allocated in the same proportion as Manufacturing's contribution of its undivided interest) to each of the New Subsidiaries in exchange for 25 percent (valued on a fair market value basis at the time of transfer) of the outstanding capital stock of each of the New Subsidiaries (which stock will be voting common stock). The formation of Holding and the New Subsidiaries and the issuance of the capital stock by such entities as described above is herein referred to as the "Facilities Subsidiary Reorganization." The contribution of assets of Manufacturing to Holding and the New Subsidiaries as described above is herein referred to as the "Manufacturing Asset Transfer". Immediately prior to the Merger, the Company will form Plum Creek Southern Timber, L.L.C. as a Restricted Subsidiary ("Southern Timber, L.L.C."), into which the Company will contribute all of its timberlands located in Louisiana and Arkansas in exchange for Southern Timber, L.L.C. assuming (on a joint and several basis) a portion of the indebtedness of the Company. The formation of Southern Timber...
Conversion Transaction. Prior to the Merger, the Shareholders and the Company shall file with the Secretary of State of _____________ an amendment to and/or a restatement of the Company's Articles of Incorporation and shall take such other action as may be necessary to convert itself into a general business corporation in accordance with all applicable laws, rules and regulations. Shareholders shall form a new professional entity (the "New Corporation") on or before Closing under which it shall conduct its cosmetic and reconstructive surgery practice and which new entity shall own any assets of the cosmetic and reconstructive surgery practice required by applicable law to be owned by the cosmetic and reconstructive surgery practice.
Conversion Transaction. The conversion of all of the Convertible Debt into the Shares has been consummated or will be consummated immediately prior to the Closing (the "Conversion Transaction"). Upon the consummation of the Conversion Transaction, the Company will have no remaining obligation to the shareholder with respect to the Convertible Debt, whether financial or otherwise.
Conversion Transaction. In connection with the consummation of an initial public offering, the Managers, after reasonable consultation with the Class A Members and the prior consent of the TCP Majority Holder(s), which consent will not be unreasonably withheld, delayed or conditioned, may (i) amend this Agreement to provide for (A) a conversion in accordance with applicable law to a corporation or (B) the formation of a parent holding company that is a corporation for U.S. federal income tax purposes and whose primary asset would consist of Units of the Company, which parent holding company would be the offeror in the initial public offering and control the Company following such initial public offering, and into which the Class B Members could, and other Members may, merge in a so-called “up C structure;”
Conversion Transaction. On or prior to the Closing Date, the Shareholders and the Company shall file with the Secretary of State of Louisiana an amendment to and/or a restatement of the Company's Articles of Incorporation and shall take such other action as may be necessary to convert itself into a general business corporation.
Conversion Transaction. 7 1.10 Tax-Free Reorganization.............................. 7 1.11 Ratification of Celestial Reverse Stock Split........ 8 1.12
Conversion Transaction. At the Effective Time, (i) $10,000,000 of the aggregate outstanding principal amount of the Loans shall be exchanged ratably for (a) an aggregate of 5,714,285 shares (the “Shares”) of the Common Stock, in amounts as set forth on Exhibit A hereto (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after December 15, 2017 (“Recapitalizations”)), and (b) Warrants to purchase an aggregate of 1,142,856 shares of Common Stock (as adjusted for any Recapitalizations), in amounts as set forth on Exhibit A hereto, (ii) the aggregate outstanding principal amount of the Loans shall accordingly be reduced ratably to $2,450,000, and (iii) such principal amount of the Loans exchanged for the Shares and Warrants as contemplated by subparagraph (i) shall be deemed to have been indefeasibly paid in full in accordance with the terms of the Deal A Loan Documents and, for the avoidance of doubt, the outstanding principal amount of each such Loan and the Lender thereof as of the Effective Time is set forth on Exhibit A hereto.
Conversion Transaction. An XXX transaction occurs when you authorize a one-time EFT from your account using information from a check. An XXX can only be processed when it is authorized by you. You may initiate or receive credits or debits to your account through wire or ACH transfer.
Conversion Transaction. Prior to the mailing of the Joint Proxy Statement (as defined in Section 6.3) to the shareholders of Celestial and PDI, PDI shall endeavor to obtain the conversion of (i) PDI's outstanding Series A Convertible Notes, Series B Preferred Shares, and Series C Preferred Shares into Common Shares of PDI, at the exchange ratios expressed in Sections 2.5(b) and (c) hereof, and (ii) PDI's Demand Notes in the aggregate principal amount of $1,000,000 into Common Shares of PDI at the exchange ratio expressed in Section 2.5(h). The conversion transactions contemplated by this Section are referred to as the Conversion Transactions. In the event that these Conversion Transactions are not consummated prior to the mailing of the Joint Proxy Statement, the parties shall amend this Agreement to reflect that such securities are still outstanding, to describe the shareholder vote required in order for PDI to have obtained proper corporate authorization of this Agreement and the Merger, and to provide that at the Effective Time of the Merger, any outstanding Series B Preferred Shares will be converted into Common Stock of Celestial at a ratio of 104.5334 shares of Celestial Common Stock for each Series B Preferred Share so converted, and 37.5399 shares of Celestial Common Stock for each Series C Preferred Share so converted.
