CONVERSIONS AND EXCHANGES Sample Clauses

CONVERSIONS AND EXCHANGES. A. If any policy ceded automatically under this Agreement is exchanged for another policy that is listed in Exhibit III, the new policy shall be reinsured on the basis described in Article I based upon the policy date, age and underwriting classification of the new policy. B. If any policy ceded automatically under this Agreement is exchanged for, or converted to, another policy that is not listed in Exhibit III or does not meet the criteria of Article I, the Ceding Company shall recapture reinsurance under this Agreement. At the Ceding Company's option, the ceding company may recapture only up to its retention limit as shown in Exhibit II and the Reinsurer shall reinsure its proportionate share of the excess above the Ceding Company's retention up to its automatic binding limit shown in Exhibit I. Reinsurance premiums shall be those shown in Exhibit IV, based upon policy date, age and underwriting classification of the original policy. C. If any policy ceded facultatively under this Agreement is exchanged for, or converted to, another policy, at the Ceding Company's option reinsurance shall continue based upon the policy date, age and underwriting classification of the original policy. D. If existing business that was not ceded under this Agreement is exchanged for, or converted to a policy that is listed in Exhibit III, it shall not be considered reinsured under this Agreement, unless otherwise agreed upon.
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CONVERSIONS AND EXCHANGES. If a policy reinsured under any of the agreement or any other agreement with the reinsurer, is converted or exchanged without new evidence of insurability, the new policy will be automatically reinsured.
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CONVERSIONS AND EXCHANGES. On and after the Service Transfer Date, the Reinsurer shall issue under the Company's name (a) all conversion Policies to which Policyholders are entitled upon the exercise of their conversion rights under the terms and conditions of Policies reinsured hereunder and (b) at the Company's written direction, any conversion and exchange Policy which the Company is obligated to issue upon the exercise of conversion or exchange rights under the terms and conditions of any insurance contract issued by the Company. The conversion and exchange Policies issued pursuant to this Section 4.11 shall be issued on the Company's policy forms then filed with and approved by the applicable insurance regulatory authorities. The Company and Reinsurer agree that unless changes are mandated by regulatory authorities, the conversion and exchange policies which Reinsurer shall issue are those which are identified in Schedule 4.11 to this Agreement, at the rates in effect on the Closing Date or otherwise agreed to by Reinsurer. Aside from issuing conversion and exchange Policies subject to the terms and conditions of this Section 4.11, the Reinsurer shall not issue any insurance contracts under the Company's name. For any Group policy conversion, the Company will pay the Reinsurer sixty-five dollars ($65.00)per $1000 of insurance volume converted.
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CONVERSIONS AND EXCHANGES. If the Shares are converted into or exchanged for, or Stockholders of the Company receive by reason of any distribution in total or partial liquidation, securities of another corporation, or other property (including cash), pursuant to any merger of the Company or acquisition of its assets, then the rights of the Company’s successor and this Agreement will apply to the securities or other property received upon such conversion, exchange or distribution in the same manner and to the same extent as the Shares.
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CONVERSIONS AND EXCHANGES. For the purpose of calculating the premium for reinsurance of conversions or exchanges of policies reinsured with the LINCOLN to the REINSURED'S Flexible Life Plan, on policies (a) without an increase in the face amount of the original policy, the date of issue of the converted policy shall be considered the date of the original policy; (b) with an increase in the face amount, the date of issue of the reinsurance of the original policy plus the increase shall be considered the date of issue of the converted policy if new underwriting is obtained. For a conversion or exchange of several policies to a single policy reinsured under this agreement, the date of issue of the original policy shall be considered to the date of issue of the most recent underwritten policy. WAIVER OF PREMIUM DISABILITY, PAYOR BENEFITS, AND ACCIDENTAL DEATH BENEFITS The premium which the REINSURED charges the insured on the amount reinsured less total allowances of 100% first year and 10% in renewal years. COST OF INSURANCE TABLES Omitted 13 Pages AMENDMENT to the Risk Premium Reinsurance Agreement between the STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA of Worcester, Massachusetts, hereinafter referred to as the "REINSURED", and THE LINCOLN NATIONAL LIFE INSURANCE COMPANY of Fort Xxxxx, Indiana, hereinafter referred to as the "LINCOLN," effective August 1, 1983.
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CONVERSIONS AND EXCHANGES. A. If any policy covered automatically under this Agreement is exchanged for, or converted to, another policy, the Ceding Company will recapture reinsurance under this Agreement up to its retention limit as shown in Exhibit II. The Reinsurer will reinsure its proportionate share of the excess above the Ceding Company's retention, up to its automatic binding limit shown in Exhibit I. Reinsurance premiums will be those shown in Exhibit IV, based upon policy date, age and underwriting classification of the original policy. B. If any policy covered facultatively under this Agreement is exchanged for, or converted to, another policy, reinsurance will continue based upon the policy date, age and underwriting classification of the original policy. D. If existing business not covered by this Agreement is exchanged for a policy covered by this Agreement, as shown in Exhibit III, it will not be reinsured under this Agreement.
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CONVERSIONS AND EXCHANGES. If the securities sold were acquired from the issuer solely in exchange for other securities of the same issuer, the newly acquired securities shall be deemed to have been acquired at the same time as the securities surrendered for conversion or exchange, even if the securities surrendered were not convertible or exchangeable by their terms. Note to Rule 230.144(d)(3)(ii). If the surrendered securities originally did not provide for cashless conversion or exchange by their terms and the holder provided consideration, other than solely securities of the same issuer, in connection with the amendment of the surrendered securities to permit cashless conversion or exchange, then the newly acquired securities shall be deemed to have been acquired at the same time as such amendment to the surrendered securities, so long as, in the conversion or exchange, the securities sold were acquired from the issuer solely in exchange for other securities of the same issuer.
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CONVERSIONS AND EXCHANGES. Notwithstanding anything set forth in this Agreement to the contrary, the provisions of this Article 4 shall not apply to (i) conversions of Member Common Stock or (ii) exchanges of LLC Units for Class A Common Stock in accordance with this Agreement and the Manager Certificate.
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CONVERSIONS AND EXCHANGES. A. If any policy greater than or equal to $1,750,000 that was ceded automatically 1. under this Agreement by any of the Ceding Companies, or 2. another reinsurance agreement by any of the Ceding Companies excluding any policy issued prior to January 1, 2007 by MetLife Insurance Company of Connecticut is exchanged for or converted to a policy that is not underwritten at time of exchange or conversion in accordance with the Ceding Company's normal individual ordinary life underwriting rules and practices, the new Policy, up to the amount of the original policy, shall be reinsured under this Agreement based upon the Reinsurer's shares shown in Exhibit I and based upon the policy date, age and underwriting classification of the original policy. B. If any policy greater than or equal to $1,750,000 that was ceded facultatively 1. to the Reinsurer under this Agreement by any of the Ceding Companies, or 2. another reinsurance agreement by any of the Ceding Companies excluding any policy issued prior to January 1, 2007 by MetLife Insurance Company of Connecticut is exchanged for or converted to another policy, the new Policy shall be reinsured under this Agreement to the Reinsurer, up to the amounts reinsured with the Reinsurer on the original policy, based upon the policy date, age and underwriting classification of the original policy, unless otherwise agreed upon on a policy by policy basis. C. If a Policy less than $1,750,000 that was ceded automatically or facultatively under this Agreement is exchanged for or converted to another policy, the Ceding Company shall recapture the reinsurance under this Agreement. D. If existing business that was not ceded under this Agreement and that is not specifically covered under this Agreement as described in Paragraph A or Paragraph B above is exchanged for, or converted to another policy, it shall not be considered reinsured under this Agreement, unless otherwise agreed upon. E. Notwithstanding Paragraphs A through D above, 1. For any Policy reinsured automatically under this Agreement that is exchanged under an Exchange Program initiated by the Ceding Company, the Ceding Company shall reinsure the new Policy under this Agreement based upon the Reinsurer's share shown in Exhibit I and based upon the policy date, age, and underwriting classification of the original policy, unless otherwise agreed upon by the Reinsurer and Ceding Company. 2. For any Policy reinsured facultatively under this Agreement that is exchanged under...
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Related to CONVERSIONS AND EXCHANGES

  • NOTATIONS AND EXCHANGES If any amendment, supplement or waiver changes the terms of a Note, then the Trustee or the Company may, in its discretion, require the Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company on such Note and return such Note to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a new Note that reflects the changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this Section 8.05 will not impair or affect the validity of such amendment, supplement or waiver.

  • Transfers and Exchanges The Warrant Agent shall transfer, from time to time, any outstanding Warrants upon the books to be maintained by the Warrant Agent for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant shall be issued to the transferee and the surrendered Warrant shall be cancelled by the Warrant Agent. Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. Warrants may be exchanged at the option of the holder thereof, when surrendered at the office of the Warrant Agent, for another Warrant, or other Warrants of different denominations of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock.

  • Transfer and Exchange of Global Notes A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

  • Denominations; Transfers and Exchanges All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials.

  • Transfer and Exchange of Global Warrants The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement and the procedures of the Depositary therefor.

  • Transfer and Exchange When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

  • Transfer and Exchange of Global Securities (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security and such account shall be credited in accordance with such instructions with a beneficial interest in the Global Security and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Security being transferred. (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being transferred. (iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (iv) In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuer.

  • Transfer and Exchange of Notes Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, PROVIDED that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

  • Certain Transfers and Exchanges Notwithstanding any other provision of this Indenture, transfers and exchanges of Securities and beneficial interests in a Global Security shall be made only in accordance with this Section 3.6(b).

  • Registration of Transfers and Exchanges (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 3(b). Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.

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