Shareholder Vote With Respect to Conversion Sample Clauses

Shareholder Vote With Respect to Conversion. (a) Constellation Energy shall, in accordance with applicable Law and the Limited Liability Company Agreement, take all action necessary to convene a meeting of its Unitholders to consider and vote upon the conversion of the Class E Units into Common Units as soon as practicable, but in any event not later than 90 days following the Closing Date. Unless required by law, Constellation Energy shall not be required to solicit approval from Unitholders for such conversion provided that as of the record date to be established for determining the holders of record of Common Units entitled to vote at such meeting, CEPH owns of record more than a majority of the issued and outstanding Common Units and the Unitholder Voting Agreement is in full force and effect. Subject to fiduciary duties under applicable Law, if proxies are to be solicited for such existing shareholders, the Board of Managers shall, in connection with such meeting, recommend approval of the conversion of the Class E Units into Common Units and shall take all other lawful action to solicit the approval of the conversion of the Class E Units into Common Units by the Unitholders, except that Constellation Energy may, but shall not be required to, hire any proxy solicitation firm in connection with such meeting.
Sample 1
AutoNDA by SimpleDocs
Shareholder Vote With Respect to Conversion. (a) Linn Energy shall, in accordance with applicable Law and the Limited Liability Company Agreement, take all action necessary to convene a meeting of its Unitholders to consider and vote upon the conversion of the Class D Units into Units as soon as practicable, but in any event not later than 120 days from the Closing Date. Subject to fiduciary duties under applicable Law, the Board of Directors shall, in connection with such meeting, recommend approval of the conversion of the Class D Units into Units and shall take all other lawful action to solicit the approval of the conversion of the Class D Units into Units by the Unitholders, except that Linn Energy may, but shall not be required to, hire any proxy solicitation firm in connection with such meeting.
Sample 1
Shareholder Vote With Respect to Conversion. 17 Section 5.02. Subsequent Public Offerings 17 Section 5.03. Vote For Conversion of Class D Units 18 Section 5.04. Purchaser Lock-Up 18 Section 5.05. Taking of Necessary Action 18 Section 5.06. Non-Disclosure; Interim Public Filings 19 Section 5.07. Use of Proceeds 19 Section 5.08. Class D Amendment 19 Section 5.09. Tax Information 20 Section 5.10. Short Selling Acknowledgement and Agreement 20 ARTICLE VI
Sample 1
Shareholder Vote With Respect to Conversion. (a) Global shall, in accordance with applicable Law and the Partnership Agreement, take all action necessary to convene a meeting of its Unitholders to consider and vote upon the conversion of the Class B Units into Common Units as soon as practicable, but in any event not later than 270 days from the Closing Date. Subject to fiduciary duties under applicable Law, the board of directors of the General Partner shall, in connection with such meeting, recommend approval of the conversion of the Class B Units into Common Units and shall take all other lawful action to solicit the approval of the conversion of the Class B Units into Common Units by the Unitholders.
Sample 1
Shareholder Vote With Respect to Conversion. (a) Copano shall, in accordance with applicable Law and its Limited Liability Company Agreement, take all action necessary to convene a meeting of its Unitholders to consider and vote upon the conversion of the Class B Units into Common Units as soon as practicable, but in any event not later than 180 days from the Closing Date. Subject to fiduciary duties under applicable Law, the Board of Directors of Copano shall, in connection with such meeting, recommend approval of the conversion of the Class B Units into Common Units and shall take all other lawful action to solicit the approval of the conversion of the Class B Units into Common Units by the Unitholders, except that Copano may, but shall not be required to, hire any proxy solicitation firm in connection with such meeting.
Sample 1
Shareholder Vote With Respect to Conversion. (a) U.S. Shipping shall, in accordance with applicable Law and the Partnership Agreement, take all action necessary to convene a meeting of its Unitholders to consider and vote upon the conversion of the Class B Units into Common Units as soon as practicable, but in any event not later than 120 days from the Closing Date. Subject to fiduciary duties under applicable Law, the Board of Directors shall, in connection with such meeting, recommend approval of the conversion of the Class B Units into Common Units and shall take all other lawful action to solicit the approval of the conversion of the Class B Units into Common Units by the Unitholders, except that U.S. Shipping may, but shall not be required to, hire any proxy solicitation firm in connection with such meeting.
Sample 1
Shareholder Vote With Respect to Conversion. (a) Constellation Energy shall, in accordance with applicable Law and the Limited Liability Company Agreement, take all action necessary to convene a meeting of its Unitholders to consider and vote upon the conversion of the Class F Units into Common Units as soon as practicable, but in any event not later than 90 days following the Closing Date. Subject to fiduciary duties under applicable Law, if proxies are to be solicited for such existing shareholders, the Board of Managers shall, in connection with such meeting, recommend approval of the conversion of the Class F Units into Common Units and shall take all other lawful action to solicit the approval of the conversion of the Class F Units into Common Units by the Unitholders, except that Constellation Energy may, but shall not be required to, hire any proxy solicitation firm in connection with such meeting.
Sample 1
AutoNDA by SimpleDocs
Shareholder Vote With Respect to Conversion. (a) Linn shall, in accordance with applicable Law and the Limited Liability Company Agreement, take all action necessary to convene a meeting of its Unitholders to consider and vote upon the conversion of the Class B Units into Units as soon as practicable, but in any event not later than 90 days from the Closing Date. Subject to fiduciary duties under applicable Law, the Board of Directors shall, in connection with such meeting, recommend approval of the conversion of the Class B Units into Units and shall take all other lawful action to solicit the approval of the conversion of the Class B Units into Units by the Unitholders, except that Linn may, but shall not be required to, hire any proxy solicitation firm in connection with such meeting.
Sample 1

Related to Shareholder Vote With Respect to Conversion

  • Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Debenture with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Conversion Shares upon conversion of this Debenture as required pursuant to the terms hereof.

  • Rights Issued in Respect of Common Stock Issued Upon Conversion Each share of Common Stock issued upon conversion of Securities pursuant to this Article 11 shall be entitled to receive the appropriate number of common stock or preferred stock purchase rights, as the case may be (the "Rights"), if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any shareholder rights agreement adopted by the Company, as the same may be amended from time to time (in each case, a "Rights Agreement"). Provided that such Rights Agreement requires that each share of Common Stock issued upon conversion of Securities at any time prior to the distribution of separate certificates representing the Rights be entitled to receive such Rights, then, notwithstanding anything else to the contrary in this Article 11, there shall not be any adjustment to the conversion privilege or Conversion Rate as a result of the issuance of Rights, the distribution of separate certificates representing the Rights, the exercise or redemption of such Rights in accordance with any such Rights Agreement, or the termination or invalidation of such Rights.

  • Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Debenture with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Debenture as required pursuant to the terms hereof.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Delivery of Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

  • Fractional Shares; Interest; Effect of Conversion No fractional shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to Investor upon the conversion of this Note, the Company shall pay to Investor an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a share not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts specified in this Section 6(c), the Company shall be forever released from all its obligations and liabilities under this Note.

Time is Money Join Law Insider Premium to draft better contracts faster.