Conversion Transactions Sample Clauses
The Conversion Transactions clause defines the terms and procedures under which certain securities or financial instruments can be converted into another form, such as shares or different classes of stock. Typically, this clause outlines the conditions that must be met for conversion, the conversion ratio, and any adjustments that may apply, such as in the event of stock splits or mergers. Its core practical function is to provide a clear and predictable mechanism for changing the form of an investment, thereby ensuring transparency and reducing disputes over how and when conversions can occur.
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. 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ (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. 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. 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 conversion of Inergy Holdings LLC into Inergy Holdings LP has been duly authorized by the Partnership and the plan of conversion of Inergy Holdings LLC has been duly authorized and executed by the Partnership and __________. As of the Closing Date, the Partnership will have filed all notices, reports, documents or other information required to be filed by it pursuant to, and will have obtained any and all authorizations, approvals, orders, consents, licenses, certificates, permits, registrations or qualifications required to be obtained under, and will have otherwise complied with all requirements of, all applicable laws of the State of Delaware in connection with the consummation of the Conversion Transactions; the Conversion Transactions will be legal, effective and valid and in accordance with the laws of the State of Delaware; and none of the consummation of the Conversion Transactions and related transactions (i) conflicts or will conflict with or constituted, constitutes or will constitute a violation of the Organizational Documents, (ii) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Inergy Entities is a party or by which any of them or any of their respective properties may be bound, (iii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental agency or body directed to any of the Inergy Entities or any of their properties in a proceeding which any of them or their property is a party, or (iv) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Inergy Entities.
Conversion Transactions. 6 1.10 Tax-Free Reorganization................................................................6 1.11 Ratification of Celestial Reverse Stock Split..........................................6 1.12