Conversion Transactions. The Conversion Transactions shall have been completed in form and substance satisfactory to Northern Border.
Conversion Transactions. ONEOK shall, prior to the Closing Date, subject to having obtained any and all necessary approvals and consents from Governmental Authorities, (a) cause each of the Converting Companies to convert from corporations into an Eligible Person under the laws of the jurisdiction in which each is organized on the date of this Agreement (the “Conversion Transactions”) (and use its best efforts, after consulting with Northern Border, to form such Eligible Person as instructed by Northern Border) and (b) cause each of the Companies and Company Subsidiaries that is not on the date hereof treated as a partnership or an entity disregarded from its owner for United States federal income tax purposes to be so treated on or before the Closing Date and (c) cause each such Company and Company Subsidiary described in (a) or (b) above to be continuously treated as a partnership or a disregarded entity from its owner for United States federal income tax purposes from the date it becomes so treated through the Closing Date.
Conversion Transactions. The Conversion Transactions shall have been consummated.
Conversion Transactions. 11.1 You may give to Renaissance an Order to execute a Conversion Transaction for you. Prior to giving such an Order you may (through your authorised representative whose name was specified in your Account Opening Pack) negotiate with Renaissance over the phone, e-mail or other means of communication the terms of such Conversion Transaction. The Parties shall be deemed to have agreed the terms of the Conversion Transaction from the moment their authorised representatives agree on the terms of the Conversion Transaction. During any such negotiations Renaissance shall be entitled to rely on the presumption that the person with whom it discusses the terms of the Conversion Transaction is an authorised representative of the Customer.
11.2 Upon receipt of an Order for a Conversion Transaction or upon reaching an agreement on its terms with the Customer, Renaissance shall proceed with the execution of the Conversion Transaction following which Renaissance will provide to the Customer a statement or a confirmation confirming execution of the Conversion Transaction.
11.3 Renaissance’s obligation to pay or transfer any currency in order to execute a Conversion Transaction shall only arise after Renaissance has received from the Customer the Cash (in the correct amount and currency) due from the Customer as per the terms of such Conversion Transaction. Where the Customer does not maintain sufficient Cash in the correct currency in its Account, entering into a Conversion Transaction may result in a negative balance on the Customer’s Account.
11.4 Each obligation of Renaissance under a Conversion Transaction is subject to the condition precedent that no Event of Default or Country Risk Event shall have occurred.
11.5 You confirm and acknowledge that the Conversion Transactions may only be undertaken by Renaissance where such Conversion Transactions relate, or are connected, to other Services provided to you or to your foreign currency trading activity undertaken via Renaissance on an Exchange.
11.6 You confirm and understand that the Conversion Transactions fall outside the scope of the Investment Services Law and, when entering into Conversion Transaction, you would not be considered to be dealing in Financial Instruments and you will not be eligible to any protections as those are given by the Investment Services Law, nor will Renaissance have any obligation to apply such protections under the Agreement when acting on your Orders for Conversion Transactions or when ...
Conversion Transactions. Prior to the Effective Time, (i) the Convertible Senior Subordinated Promissory Notes of Judge (the "Lore Notes"), issued by Judge pursuant to a 10% Convertible Senior Subordinated Note Purchase Agreement (the "Purchase Agreement"), dated July 1994, which Lore Notes are convertible into Judge Common Shares, shall be fully converted into Judge Common Shares, and (ii) an option held by Xxxxxxx Xxxxx (the "Sozzi Option"), to purchase 25,000 JIS Common Shares at an exercise price of $1.33 per share, shall be exercised on a "cashless exercise" basis for 29,250 JIS Common Shares. The transactions contemplated in this Section 3.1 are referred to as the Conversion Transactions. In the event that the Conversion Transactions are not consummated prior to Closing, this Agreement shall terminate and the Merger shall be abandoned without any action on the part of Judge, Acquisition or JIS.
Conversion Transactions. The following transactions shall occur immediately after execution hereof:
1. The 1.0101% Limited Partner Partnership Interest in the Partnership owned by U.S. Propane will be converted into a 1.0101% General Partner Partnership Interest in the Partnership and U.S. Propane will be admitted as a successor General Partner of the Partnership.
2. Upon the contribution by HHI of its 1.0101% General Partner Partnership Interest in the Partnership to the MLP in exchange for 162,913 Common Units, the MLP will be admitted as a successor General Partner of the Partnership and HHI will withdraw as a General Partner of the Partnership.
3. The 1.0101% General Partner Partnership Interest in the Partnership owned by the MLP will be converted into a 1.0101% Limited Partner Partnership Interest in the Partnership and the MLP will withdraw as a General Partner of the Partnership.
Conversion Transactions. The following transactions shall occur immediately after execution hereof:
1. 158,026 of the Common Units owned by U.S. Propane will be converted into a 1% General Partner Partnership Interest in the Partnership and into the Incentive Distribution Rights (less those Incentive Distribution Rights previously converted into Class C Units) and U.S. Propane will be admitted as a successor General Partner of the Partnership.
2. The 1% General Partner Partnership Interest in the Partnership and the Incentive Distribution Rights owned by HHI (which do not include those Incentive Distribution Rights previously converted into Class C Units) will be converted into 158,026 Common Units and HHI will withdraw as a general partner of the Partnership.
3. HHI will contribute its 1.0101% General Partner Partnership Interest in the Operating Partnership to the Partnership in exchange for 162,913 Common Units.
Conversion Transactions. 5.1 CV Recitals CV Acquisition Proposal 8.1(a) CV Base Amount 10.5
(b) CV Benefit Plans 7.14
(a) CV Break-Up Fee 10.5
(b) CV Break-Up Fee Tax Opinion 10.5
(c) CV Common Certificate 4.1
(i) CV Common Stock 4.1(h) CV Disclosure Letter 7 CV Employment Agreements
Conversion Transactions. No later than the day prior to the Closing Date, the Sellers shall, pursuant to agreements and other documents in form and substance reasonably satisfactory to Purchaser, cause:
(a) the Security Services Conversion to be consummated;
(b) the Initial Security Conversion to be consummated; and
(c) each Subsidiary that is directly or indirectly wholly-owned by Security Services and/or Initial Security, that is not a disregarded entity for United States federal, state and local income Tax purposes, to be converted into a disregarded entity for United States federal, state and local income Tax purposes (the “Subsidiary Conversions”, and together with the Security Services Conversion and the Initial Security Conversion, the “Conversion Transactions”) provided, however, that no later than one day prior to the Closing Date, CPS Security Inc., a California corporation, shall be liquidated for federal, state and local income Tax purposes (the "Liquidation"). No later than thirty (30) days prior to the Closing, Sellers shall provide Purchaser with copies of all corporate documents necessary to effect each Conversion Transaction and the Liquidation for review and approval by the Purchaser. The Sellers may attempt to effect the Initial Security Conversion by filing one or more elections to be treated as a disregarded entity for United States federal, state and local income Tax purposes (the "Initial Security Election"), provided however, that Sellers may only effect the Initial Security Conversion through an Initial Security Election after permitting Purchaser to review and approve all relevant documentation relating to such election(s). In the event that Sellers attempt to effect the Initial Security Conversion through the Initial Security Election, Sellers shall simultaneously take actions to effect the Initial Security Conversion through a merger or conversion transaction.
Conversion Transactions. 6 1.10 Tax-Free Reorganization................................................................6 1.11 Ratification of Celestial Reverse Stock Split..........................................6 1.12
