The Conversion. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall cause to be filed with the Secretary of State of the State of Delaware (i) a certificate of conversion in the form of Exhibit A attached hereto (the “Certificate of Conversion”) providing for the Conversion, and (ii) a certificate of incorporation of Express in the form of Exhibit B attached hereto (the “Certificate of Incorporation”). The Conversion shall become effective at the time and date as provided under the DGCL and as specified in the Certificate of Conversion (the “Conversion Effective Time”). References to the Company from and after the Conversion Effective Time shall mean Express.
(b) The Conversion shall have the effects set forth under Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all the properties, rights, privileges, and powers of the Company shall vest in Express, and all debts, liabilities, and duties of the Company shall become the debts, liabilities, and duties of Express.
(c) The Certificate of Incorporation and bylaws of Express (in the form of Exhibit C attached hereto), as in effect as of the Conversion Effective Time, shall be the certificate of incorporation and bylaws of Express until thereafter amended in accordance with the provisions thereof and applicable Law.
(d) Subject to applicable Law, (i) the members of the board of managers of the Company as of the Conversion Effective Time shall be the members of the board of directors of Express and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company as of the Conversion Effective Time shall be the officers of Express and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal.
(e) All of the equity interests of the Company outstanding as of immediately prior to the Conversion Effective Time shall, as of the Conversion Effective Time, by virtue of the Conversion and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the Common Stock specified in Section 2.01(f). All of such outstanding equity interests of the Company when so converted, shall no longer be outstanding and shall automatically be canceled and the f...
The Conversion. Commencing promptly after the date of this Agreement, SR Bancorp and Somerset Bank will take all reasonable steps necessary to effect the Conversion. In addition, without limiting the generality of the foregoing, Somerset Bank and Regal Bancorp shall cause the following to be done:
8.3.1. Somerset Bank will (i) as promptly as practicable after the Conversion Registration Statement is declared effective by the SEC, and the requisite approvals from the Bank Regulators have been obtained, take all steps necessary to duly call, give notice of, convene and hold a meeting of Depositors (the “Depositors Meeting”) for the purpose of approving the Plan of Conversion, and for such other purposes as may be, in the reasonable judgment of Somerset Bank, necessary or desirable, (ii) recommend to Depositors the approval of the aforementioned matters to be submitted by it to Depositors, and (iii) use commercially reasonable efforts to obtain from its depositors the approval of the Conversion.
8.3.2. Somerset Bank and SR Bancorp will use all reasonable efforts to prepare and file all regulatory applications required in connection with the Conversion. SR Bancorp and Somerset Bank shall give Regal Bancorp and its counsel the opportunity to review and comment on all such applications prior to their being filed with any Bank Regulator and shall give Regal Bancorp and its counsel the opportunity to review and comment on all amendments and supplements to such applications and all responses to regulatory comments and requests for additional information prior to their being filed with, or sent to, any Bank Regulator, provided that the requirement to provide the opportunity to review and comment pursuant to this Section 8.3.2 shall be subject to Section 12.13 and limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Somerset Bank shall notify Regal Bancorp promptly of the receipt of any comments of any Bank Regulator with respect to such applications and of any requests by any Bank Regulator for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp promptly copies of all correspondence between SR Bancorp, Somerset Bank or any of their representatives and any Bank Regulator.
8.3.3. Somerset Bank and SR Bancorp shall prepare as promptly as practicable, and Regal Bancorp shall cooperate in the preparation of, the Conversion Prospectus. Such Conversion Prospectus shall be a part of the Conv...
The Conversion. The Conversion will take place immediately after the Merger Effective Time. Subject to the terms and conditions of this Agreement, at the Conversion Effective Time (as defined in Section 2.2 below), Pantheon Arizona shall convert to Pantheon Cayman in accordance with this Agreement and shall thereupon continue its existence, without interruption, in the organizational form of a Cayman Islands exempted company rather than an Arizona corporation. The Conversion shall have the effects specified in the relevant sections of the ARS and the Cayman Companies Law. The Conversion and the Share Exchange are part of the same integrated transaction, such that neither the Conversion nor the Share Exchange shall occur without the other.
The Conversion. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, immediately prior to and conditioned upon the Effective Time, each share of Company Preferred Stock issued and outstanding as of such time shall, pursuant to the Conversion Agreement, convert into 250 shares of Company Class A Common Stock (the “Conversion”). All of the shares of Company Preferred Stock converted into shares of Company Class A Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such shares of Company Preferred Stock.
The Conversion. Contemporaneous with the adoption of this Agreement, the Board of Directors of Somerset Bank is adopting a Plan of Conversion for Somerset Bank to convert to the capital stock form of organization. SR Bancorp is being organized to act as the holding company for Somerset Bank, and to offer for sale shares of common stock to Depositors in the Conversion, based on the Independent Valuation. The price per share of the shares of SR Bancorp Common Stock to be issued in the Conversion is referred to as the “Conversion Price Per Share,” which is expected to be $10.00. The shares of SR Bancorp Common Stock to be issued in connection with the Merger will be from authorized but unissued shares of SR Bancorp Common Stock, which shares shall be issued immediately following completion of the Conversion. In addition, it is contemplated that Somerset Bank will convert its charter to that of a New Jersey commercial bank, to be effective immediately upon the completion of the Conversion (the “Charter Conversion”).
The Conversion. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the LLC Act and the Corporation Law, at the Effective Time (as defined below), the Fund shall convert into the Corporation. As a result of the Conversion, the separate corporate existence of the Fund shall cease and the Corporation shall continue as the surviving corporation after the Conversion (the “Surviving Corporation”).
The Conversion. On the Closing Date, immediately following the Effective Time and as part of a plan that includes the Merger, on the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the DLLCA: (i) the Conversion shall be effected pursuant to which the Surviving Entity shall be converted to a limited liability company by (x) the approval of the Conversion and the initial limited liability company agreement of WWE LLC (the “Initial WWE LLC Operating Agreement”) by the board of directors of WWE and New PubCo, in its capacity as the sole stockholder of WWE immediately following the Effective Time (the “New PubCo Stockholders Consent”) and (y) the simultaneous filing of a Certificate of Formation and a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA, (ii) WWE LLC shall thereupon be governed by the Initial WWE LLC Operating Agreement (which shall provide, among other things, that as of immediately following the effectiveness of the Conversion (the “Conversion Effective Time”), (x) New PubCo shall be the sole managing member of WWE LLC and (y) the officers of the Surviving Entity as of immediately prior to the Conversion Effective Time shall remain the officers of WWE LLC until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal) until the Initial WWE LLC Operating Agreement is thereafter amended in accordance with its terms and (iii) the issued and outstanding capital stock of the Surviving Entity shall be converted into a number of membership interests in New PubCo LLC equal to the number of WWE Shares outstanding immediately following the Effective Time.
The Conversion. Contemporaneous with the adoption of this Agreement, the Board of Directors of MHC is adopting the Plan of Conversion to convert into the capital stock form of organization. Newco is being organized to become the parent of SBU Bank and to offer for sale shares of common stock to the Participants (as defined in the Plan of Conversion) in the Conversion, based on the Independent Valuation (as defined in Section 8.3). The price per share of the shares of common stock, par value $.0001 per share, of Newco (the “Newco Common Stock”) to be issued in the Conversion is referred to as the “Conversion Price Per Share.” The Conversion Price Per Share is expected to be $10.00. The shares of Newco Common Stock to be issued in connection with the Merger may be either shares unsubscribed for in the Conversion subscription or community offerings, or to the extent such shares are unavailable, authorized but unissued shares of Newco Common Stock, which shares shall be issued immediately following completion of the Conversion.
The Conversion. On the Closing Date, immediately following the First Effective Time and as part of a plan that includes the First Merger, on the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the DLLCA: (i) the Conversion shall be effected pursuant to which the Initial Surviving Entity shall be converted to a limited liability company by the filing of a Certificate of Formation and a Certificate of Conversion with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA, with Newco 2 as the sole managing member, (ii) Newco 2, as sole managing member of Newco LLC, shall adopt, and Newco LLC shall be governed by, a limited liability company operating agreement (the “Initial Newco LLC Operating Agreement”), (iii) the officers of the Initial Surviving Entity shall be the officers of Newco LLC and (iv) the issued and outstanding shares of the Initial Surviving Entity shall be converted into a number of Membership Interests in Newco LLC equal to the number of shares of Class A Common Stock to be outstanding immediately following the Second Effective Time.
The Conversion. The Conversion shall have been consummated or shall be consummated concurrently with the Stand-By Closing.
