Conversion Transactions. The Conversion Transactions shall have been completed in form and substance satisfactory to Northern Border.
Conversion Transactions. The following transactions shall occur immediately after execution hereof:
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.
Conversion Transactions. The Conversion Transactions shall have been consummated.
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 11,700 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. 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 7.19 CV Employee Arrangements 7.21 CV Employees 8.15(a) CV Entities 7.2 CV ERISA Affiliate 7.14(a) CV Exchange Ratio 4.1(h) CV GP 5.3(b) CV Ground Leases 7.12 CV IRS Fee Ruling 10.5(c) CV Management Agreements 7.20 CV Material Adverse Effect 7.1 CV Merger Recitals CV OP Units 5.3(a) CV Option 4.1(k) CV Options 4.1(k) CV Partnership Recitals CV Partnership Agreement 5.3(a) CV Partnership Approvals 5.3(e) CV Partnership Exchange Offer 5.3(a) CV Properties 7.12 CV Reports 7.7 CV Shareholder Approval 7.2 CV Stock Option Plans 4.1(k) CV Subsidiary 7.1 CV Trust Recitals CV Unit Holders 5.3(a) CV Voting Agreements Recitals Declaration of Trust 6.1 Delaware Business Trust Laws 5.2 DGCL 1.1 DR Plan 4.2(i) Drexel Shareholder Agreement 8.23 Effective Time 1.4 Encumbrances 6.12 Environmental Law 6.13(c)(i) Environmental Permit 6.13(c)(ii) ERISA 6.14, 7.14 Exchange Act 6.6 Exchange Agent 4.2(a) Exchange Fund 4.2(a) Expenses Recipient 10.5(d) FFO Agreements 7.26 First CV Partnership Approval 5.3(b) Form S-4 8.8 Funds From Operations 6.1
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 subsections 6.11(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. 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 of the Company from a mutual form of entity to a stock entity, which conversion shall in all cases include an amendment of the Form of Senior Securities attached hereto as Annex F as may be requested by Treasury to conform the Form of Securities to the Form of Securities published and then in effect for stock institutions participating in SBLF, as well as any corresponding changes to the Charter and Bylaws of the Company that may be required (including appropriate restrictions on the payment of dividends while any Senior Securities are issued and outstanding).
Conversion Transactions. (a) At the Conversion Effective Time (as defined below), each share of Series C Preferred issued and outstanding immediately prior to the Conversion Effective Time will convert into shares of Common Stock, on a 1 to 27.5871 basis (the "SERIES C CONVERSION TRANSACTION"), pursuant to Section 5(o) of the Certificate of Vote of Directors establishing the Series C Preferred. Following the Conversion Effective Time, all shares of Series C Preferred shall no longer be outstanding. Each Signatory acknowledges and agrees that any rights it may have in respect of the Series C Preferred, including but not limited to the rights to receive accrued but unpaid dividends on the Series C Preferred, shall be terminated and cease to exist effective as of the Conversion Effective Time.
