Stock Conversion. Shares Section 2.1(d)(i) Subsidiary Section 8.6(a)(vii) Surviving Corporation Section 1.3
Stock Conversion. Borrower authorizes conversion of any Stock or Participation Certificates into any other class of Stock or Participation Certificates of ACA as provided by law, and authorizes ACA’s appropriate officer(s) to record such conversion on ACA’s books, with full power of substitution. In an Event of Default, ACA may retire any Stock/Participation Certificates acquired by Borrower at book value (not to exceed par value or face amount) and apply the proceeds to the outstanding balance of any Loan. When the policies of ACA permit retirement of excess Stock/Participation Certificates, ACA, at its sole discretion, may elect to retire and apply excess Stock/Participation Certificates to Borrower’s Obligations, or if permitted by ACA’s policies, excess Stock or Participation Certificates may be applied upon request by Borrower. MASTER LOAN AGREEMENT - 10 Xxxx Resources, A Delaware Limited Partnership; Customer No. 56548
Stock Conversion. Upon the Effective Date of the Merger, each share of Temecula-Delaware Common Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger, and without any action by the Constituent Corporations, the holder of such shares, or any other person, be deemed to represent the right to receive two fully paid and nonassessable shares of the corresponding Temecula-California Common Stock.
Stock Conversion. If on or before the Closing HNC has delivered to FTI (or been deemed by the foregoing provisions of this Section 2.1.2 to have delivered) an Election Notice electing a Stock Conversion, then this Section 2.1.2(a) and Section 2.2.2(a) shall apply to the Merger and Section 2.1.2(b) and Section 2.2.2(b) shall not apply to the Merger and, subject to the provisions of Sections 2.3, 2.4, 2.6 and 2.8, at the Effective Time, each share of FTI Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any FTI Dissenting Shares as provided in Section 2.1.3) will, by virtue of the Merger, and without the need for any further action on the part of the holder thereof, be converted into: (i) a number of shares of HNC Common Stock that is equal to the Closing HNC Merger Shares Conversion Ratio, subject to the provisions of Section 2.3 regarding the elimination of fractional shares; (ii) the right to receive an amount of cash equal to the amount obtained by dividing (A) One Million Five Hundred Thousand Dollars ($1,500,000) by (B) the Number of FTI Fully Diluted Shares; and (iii) the contingent non-transferable right to receive additional shares of HNC Common Stock in accordance with the provisions of Section 2.2.
Stock Conversion. If on or before the Closing, HNC has delivered to FTI (or pursuant to the provisions of Section 2.1.2 was deemed to have delivered to FTI) an Election Notice electing a Stock Conversion, then this Section 2.2.2(a) shall apply to the Merger, Section 2.2.2(b) shall not apply to the Merger and, subject to the provisions of Sections 2.3, 2.4, 2.6 and 2.8, in addition to the shares of HNC Common Stock to be issued upon the conversion of the shares of FTI Common Stock pursuant to the provisions of Section 2.1.2(a), if, and only if, the amount of FTI's EBIT for calendar year 1998 equals or exceeds twenty percent (20%) of the FTI Gross Revenues for the full (i.e., twelve month) calendar year ended December 31, 1998, then, within five (5) business days after the delivery of the Earn-Out Computation Notice, HNC will issue to each FTI Shareholder a number of shares of HNC Common Stock equal to the product obtained by multiplying (a) the number of shares of FTI Common Stock that were issued and outstanding and owned of record by such FTI Shareholder immediately prior to the Effective Time, by (b) the 1998 Earn-Out Conversion Ratio, subject to the provisions of Section 2.3 regarding the elimination of fractional shares.
Stock Conversion. If HNC elects (or is deemed by the provisions of Section 2.1.2 to have elected) a Stock Conversion, then within five (5) business days after the Effective Time, HNC will pay to each FTI Shareholder, by check or wire transfer, that portion of the amount of cash payable under Section 2.1.2(a) into which the shares of FTI Common Stock that were issued and outstanding and owned of record by such FTI Shareholder immediately prior to the Effective Time were converted pursuant to Section 2.1.2(a), and each such cash payment to an FTI Shareholder will be rounded to the nearest whole dollar.
Stock Conversion. If HNC elects (or is deemed by the provisions of Section 2.1.2 to have elected) a Stock Conversion, then HNC will be entitled to withhold from the FTI Shareholders: (i) at the Closing (as defined in Section 7.1) that number of the shares of HNC Common Stock that are issuable to the FTI Shareholders upon the conversion of their shares of FTI Common Stock under Section 2.1.2(a) that equals the number obtained by dividing (A) Two Million Five Hundred Twenty Thousand Dollars ($2,520,000) plus the FTI Receivables Amount by (B) the HNC Average Price Per Share (as such may be adjusted to reflect a Capital Change in HNC Common Stock); plus (ii) when and if they become issuable under Section 2.2.2(a), fifteen percent (15%) of the total number of shares of HNC Common Stock (if any) that are issuable to the FTI Shareholders under Section 2.2.2(a), in each case rounded up to the nearest whole number of shares to be issued to each FTI Shareholder (all such withheld shares of HNC Common Stock being hereinafter collectively referred to as the "ESCROW SHARES"). The number of Escrow Shares withheld from each FTI Shareholder shall be that number of such Escrow Shares that equals the product obtained by multiplying the total number of Escrow Shares by a fraction (i) whose numerator is the total number of issued and outstanding shares of FTI Common Stock that were owned of record by such FTI Shareholder immediately prior to the Effective Time and (ii) whose denominator is the total number of shares of FTI Common Stock that were issued and outstanding and held of record by all FTI Shareholders immediately prior to the Effective Time minus all FTI Dissenting Shares. If HNC elects (or is deemed by the provisions of Section 2.1.2 to have elected) a Stock Conversion, then HNC will deliver certificates representing the Escrow Shares to State Street Bank and Trust or a similar institution, as escrow agent (the "ESCROW AGENT"), together with related stock transfer powers, to be held by the Escrow Agent in escrow as security for FTI Shareholders' indemnification obligations under Article 11 pursuant to the provisions of an escrow agreement in substantially the form of Exhibit C-1 to be entered into at the Closing by HNC, the Escrow Agent, the FTI Shareholders and the Representative (as defined below) (the "STOCK ESCROW AGREEMENT"). The Escrow Shares will be represented by a certificate or certificates issued in the respective names of each of the FTI Shareholders in proportion to thei...
Stock Conversion. If HNC has (or pursuant to the provision of Section 2.1.2 is deemed to have) elected a Stock Conversion, then the parties intend to adopt this Agreement as a tax-free plan of reorganization and to consummate the Merger in accordance with the provisions of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "CODE") by virtue of the provisions of Section 368(a)(2)(E) of the Code. If a Stock Conversion is elected, then the parties believe that the value of the shares of HNC Common Stock to be issued to FTI Shareholders in the Merger is equal to the value of the shares of FTI Common Stock to be surrendered in exchange therefor, and except for the $1,500,000 cash to be paid pursuant to Section 2.1.2(a) and cash to be paid in lieu of fractional shares, no consideration that could constitute "other property" within the meaning of Section 356 of the Code is to be paid by HNC for the outstanding shares of FTI Common Stock in the Merger. In addition, HNC represents that it presently intends to continue FTI's historic business or use a significant portion of FTI's business assets in a business. If a Stock Conversion is elected, then at the Closing (as that term is defined in Section 7.1), officers of FTI will execute and deliver an officers' tax representation certificate in the form of Exhibit H. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, HNC MAKES NO REPRESENTATIONS OR WARRANTY TO FTI OR TO ANY STOCKHOLDER OF FTI REGARDING THE TAX TREATMENT OF THE MERGER OR WHETHER THE MERGER WILL QUALIFY AS A TAX-FREE PLAN OF REORGANIZATION UNDER THE CODE. FTI AND FOUNDER HEREBY ACKNOWLEDGE AND AGREE THAT NEITHER THEY NOR ANY OTHER FTI SHAREHOLDER HAS RELIED, OR IS RELYING, ON HNC OR HNC'S LEGAL COUNSEL OR ACCOUNTANTS, FOR ANY ADVISE OR COUNSEL WITH RESPECT TO THE TAX TREATMENT OF THE MERGER.
Stock Conversion. If on or before the Closing HNC has elected (or been deemed by Section 2.1.2 to have elected) a Stock Conversion, then, promptly after the Effective Time and receipt of such FTI Certificates, (i) HNC or its transfer agent will issue to each tendering holder of an FTI Certificate a certificate for the number of shares of HNC Common Stock to which such holder is entitled pursuant to Section 2.1.2(a)(i) (less the Escrow Shares to be placed in escrow pursuant to Section 2.8 and the Escrow Agreement) and HNC or its transfer agent will pay by check to each tendering holder cash in lieu of fractional shares in the amount payable to such holder in accordance with Section 2.3; and (ii) HNC will pay to each tendering holder of an FTI Certificate, by check or wire transfer, the amount of cash to which such holder is entitled pursuant to Section 2.1.2(a)(ii). In the event of a Stock Conversion, at the Closing HNC will also deliver the certificates representing the Escrow Shares to the Escrow Agent pursuant to the Escrow Agreement.
Stock Conversion. Immediately following the completion of the Divestiture, OCS shall complete the Stock Conversion.
