Entity Conversion. (A) Borrower shall not change its name, change its jurisdiction or organization, or cause or permit a conversion of Borrower from one type of entity into another type of entity if such conversion results in either:
(i) a Transfer of a Controlling Interest; or
(ii) a change in any assets, liabilities, legal rights or obligations of Borrower (or of Key Principal, Guarantor or any general partner, manager (if non-member managed) or managing member of Borrower, as applicable), by operation of law or otherwise.
(B) Notwithstanding the foregoing, Borrower may convert from one type of legal entity into another type of legal entity for tax or other structuring purposes, provided:
(i) the provisions of Section 11.02(b)(2) are satisfied;
(ii) Borrower provides Lender with at least ten (10) days prior written notice of such conversion;
(iii) Borrower provides Lender any certificates evidencing such conversion filed with the appropriate Secretary of State within ten (10) days after filing such certificates;
(iv) Borrower provides Lender new certificates of good standing for such entity at least five (5) days prior to such conversion;
(v) Lender reserves the right to file UCC-3 amendments where necessary reflecting the conversion;
(vi) if required by Lender, Borrower executes an amendment to this Loan Agreement documenting the conversion; and
(vii) Borrower shall provide Lender with confirmation from the title company (via electronic mail or letter) that nothing is needed in the land records (of the appropriate Property Jurisdiction) at such time to evidence such conversion, and no endorsements to the Title Policy are necessary to maintain Lender’s coverage; or if any endorsements are necessary, Borrower shall provide such endorsements at Borrower’s cost.
Entity Conversion. Borrower shall not change its name, change its jurisdiction or organization, or cause or permit a conversion of Borrower from one type of entity into another type of entity if such conversion results in either:
Entity Conversion. Unless a greater percentage vote, or action by one or more separate voting groups, is required by these Articles, by the Bylaws of the Corporation, by the provisions of the MBCA, or by the Board of Directors of the Corporation acting pursuant to subsection (3) of Section 9.52 of the MBCA, the approval of a plan of entity conversion to a domestic or foreign other entity in accordance with Section 9.52 of the MBCA shall require the affirmative vote of at least a majority of all shares entitled generally to vote on such matter by these Articles, and in addition, a majority of the shares of any voting group entitled to vote separately on the matter pursuant to the MBCA, by these Articles or by the Bylaws of the Corporation, or by action of the Board of Directors of the Corporation taken pursuant to Subsection (3) of Section 9.52 of the MBCA.
Entity Conversion. Parent shall have the option, in its sole discretion and without requiring the further consent of the Company or the board of directors or stockholders of the Company, upon reasonable notice to the Company, to request that the Company, and the Company shall upon such request, immediately prior to the Closing, convert or cause the conversion of KCH Distribution Inc. and/or XXX International Corporation into limited liability companies or other entities, on the basis of organizational documents as reasonably requested by Parent (each a “Requested Transactions”); provided that (i) none of the Requested Transactions shall delay or prevent the completion of the Mergers, (ii) the Requested Transactions shall be implemented as close as possible to the Merger 1 Effective Time (but after Parent shall have waived or confirmed that all conditions to the consummation of the Mergers have been satisfied), (iii) neither the Company nor any Subsidiary of the Company shall be required to take any action in contravention of any Laws or organizational document, (iv) the consummation of any such Requested Transactions shall be contingent upon the receipt by the Company of a written notice from Parent confirming that all of the conditions set forth in Sections 6.1 and 6.2 have been satisfied (or, with respect to Section 6.2, at the option of Parent, waived) and that Parent is prepared to proceed immediately with the Closing (it being understood that in any event the Requested Transactions will be deemed to have occurred prior to the Closing), (v) the Requested Transactions (or the inability to complete the Requested Transactions) shall not affect or modify in any respect the obligations of Parent under this Agreement, including payment of the Merger Consideration, and (vi) neither the Company nor any Subsidiary of the Company shall be required to take any such action that would reasonably be expected to result in any Taxes being imposed on, or any adverse Tax consequences to, any stockholder of the Company, or other adverse consequences to the stockholders of the Company as a whole, incrementally greater than the Taxes to such stockholder in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement in the absence of such action taken pursuant to this Section 2.10(b) unless such stockholders are indemnified by Parent for such incremental Taxes or other adverse consequences. Without limiting the foregoing, none of the representatio...
Entity Conversion. As soon as reasonably practicable upon the request of LIH, the Board shall cause the Company to convert into a Delaware limited partnership (the “New Entity”), provided, that, Equity One determines, acting in good faith, that such conversion does not have an adverse effect on Equity One, the Company or any Subsidiary of the Company. The New Entity shall be classified as a partnership for purposes of the Code, and the partnership agreement of the New Entity shall be substantially similar to this Agreement and in a form reasonably acceptable to Equity One; provided, that Equity One shall be entitled to designate any of its Controlled Affiliates as the general partner of the New Entity. In connection with the conversion of the Company into the New Entity, the Company shall provide LIH with any information reasonably requested concerning the operations of, and income earned by, the Company to the extent such information is necessary to the tax consequences of such conversion to LIH. LIH shall pay all reasonable costs and expenses (including without limitation reasonable attorney’s fees and expenses, any costs or expenses incurred to obtain any necessary third party consent to such a conversion, any transfer taxes, and the costs of any property tax revaluation triggered by such conversion) incurred by Equity One, the Company or any Subsidiary of the Company in connection with such conversion.
Entity Conversion. After the 30 day period of rescission has expired, the Company will: (1) convert the entity from a Colorado limited liability company to a Colorado corporation; (2) create and authorize the Series F-1-A Convertible Preferred Stock as described in this Agreement and in the Certificate of Designation; and (3) issue and deliver the Preferred Shares and Warrants to the Investor.
Entity Conversion. After the 30 day period of rescission has expired, the Company will: (1) create and authorize the Preferred Shares as described in this Agreement and in the Certificate of Designation; and (2) issue and deliver the Preferred Shares and Warrants to the Investor.
Entity Conversion. TXU Gas has requested that LSG consent to the conversion of TXU Gas from a Texas corporation to a Texas limited partnership (the “Conversion”) and amend the Merger Agreement to reflect the Conversion. LSG hereby consents to, and TXU Gas hereby agrees to effect, the Conversion on the basis of and in accordance with the following:
a. At least one day before Closing, TXU Corp. will form two new wholly-owned subsidiaries, TXU Gas Investment Co. LLC, a Delaware limited liability company (“DECo”), and TXU Gas Management Co. LLC, a Texas limited liability company (“TXCo”), and contribute to such entities all of the common stock of TXU Gas. The organizational documents of DECo and TXCo will be in the forms previously provided to LSG and certified copies thereof will be provided to LSG.
b. On or before September 30, 2004, TXU Gas shall irrevocably deposit cash in the amount of the redemption price of its outstanding Adjustable Rate Cumulative Preferred Stock, Series F (“Preferred Stock”) with a bank or trust company and take such other action as may be required so that the Preferred Stock is deemed to no longer be outstanding as of such day, all in accordance with Texas Law. In addition, not later than such day, TXU Gas shall irrevocably deposit cash with the trustee for its securities described in paragraphs 1, 2 and 3 of Schedule 8.01(d) and take such other action as may be required to effect the defeasance of such securities, effective on such day.
c. After the actions referred to in paragraph (b) above have been effected, TXU Gas shall convert from a Texas corporation into a Texas limited partnership in accordance with Article 5.17 of the Texas Business Corporation Act and change its name to “TXU Gas Company LP.” The only partners of the converted entity will be TXCo, as general partner, and DECo, as limited partner. The plan of conversion and the agreement of limited partnership for the converted entity shall be in the form previously provided to LSG and certified copies thereof will be provided to LSG. TXU Gas shall also file a certificate of limited partnership in accordance with the Texas Revised Limited Partnership Act.
d. Before Closing, TXCo, as general partner, shall ratify the Merger Agreement and this Amendment as an agreement and plan of merger of the converted entity and LSG and take any other act required by the Texas Revised Limited Partnership Act to adopt and approve such agreement and plan of merger.
e. The converted entity shall execute this A...
Entity Conversion. After the 30 day period of rescission has expired, the Company will: (1) create and authorize the Preferred Shares as described in this Agreement and in the Certificate of Designation; and (2) issue and deliver the Preferred Shares and Warrants to the Investor. SECTION 2 RELEASE OF NOTE 2.1 Release of Note. Upon the execution of this Agreement and delivery of the Preferred Shares, Investor agrees to release all its rights, and to release the Company from all its obligations, under the Bridge Loan. SECTION 3 RIGHTS, PRIVILEGES, AND OBLIGATIONS OF THE PREFERRED SHARES The Preferred Shares have the following rights, privileges, and obligations in addition to rights, privileges, and obligations of the Preferred Shares contained in the Certificate of Designation: 3.1 Cumulative 8% Preferred Dividend. Holders of the Preferred Shares ("Shareholders") will be entitled to receive an annual dividend, when and if declared by the Company’s Board of Directors, at the rate of 8% per annum. The 8% dividend will be declared, if any, on March 31, and paid annually on May 15. The initial 8% dividend payment, if declared, will accrue from December 31, 2012 through December 31, 2013, be declared on March 31, 2014 and first payable on May 15, 2014. Thereafter, the annual 8% dividend will accrue from January 1 to December 31. In the event that a 8% dividend is not paid when due, the amount of such unpaid 8% dividend will accumulate and compound at 8% per annum until paid. 3.2. 10% Net Profit Participation Dividend. Shareholders will be entitled to receive an annual cumulative dividend, when and if declared, on a pro rata basis, equal to 10%, on a fully converted basis, of the Annual Net Profit (the “Profit Participation”). Annual Net Profit is defined as the Company’s earnings (as defined by U.S. GAAP) less interest payments and the 8% dividend set forth above and an estimate of income taxes owed. The Profit Participation will be determined annually after the Company’s financial results are audited and, when and if declared, will be announced on March 31 and paid on May 15. The Profit Participation will first be determined and paid for the 2013 fiscal year, and, therefore, will first be payable on May 15, 2014. The Profit Participation payable to the holder of each Preferred Share outstanding on the respective payment date is determined by multiplying the Annual Net Profit by .10 and dividing that product by 3,794,000.
Entity Conversion. After the 30 day period of rescission has expired, the Two Rivers Farms F-2, LLC will: (1) convert the entity from a Colorado limited liability company to a Colorado corporation; (2) create and authorize the Preferred Shares as described in this Agreement and in the Certificate of Designation; and (3) issue and deliver the Preferred Shares and Warrants to the Investor.
