Conversion Agent Engagement Letter definition

Conversion Agent Engagement Letter and, together with the Engagement Letters, the “Engagement Letters”). It is acknowledged by the CS Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the earlier of (i) the completion, termination or abandonment of the Plan by the CS Parties, (ii) the termination of the Offering and (iii) 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CS Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 391,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof, which shall survive the termination of this Agreement.
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Conversion Agent Engagement Letter and, together with the Advisor Engagement Letter, the “Engagement Letters”). It is acknowledged by the Eagle Parties that the Agent is not, and shall not be, required to purchase any Shares or be obligated to take any action that is inconsistent with any and all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the earlier of (i) the completion, termination or abandonment of the Plan by the Eagle Parties, (ii) the termination of the Offering and (iii) 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Eagle Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 1,405,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof, which shall survive the termination of this Agreement.
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Examples of Conversion Agent Engagement Letter in a sentence

  • It is understood and agreed that this Agreement is the exclusive agreement among the parties pertaining to the subject matter hereof, supersedes any prior Agreement among the parties and may not be varied except by a writing signed by all parties (except for specific references to the Engagement Letter and Conversion Agent Engagement Letter) and may not be varied except in writing signed by all the parties.

  • The consummation of the Conversion, the execution, delivery and performance of this Agreement, the Engagement Letter and the Conversion Agent Engagement Letter and the consummation of the transactions contemplated herein have been, or will be as of the Closing Date, duly and validly authorized by all necessary corporate action on the part of each of the Primary Parties.

  • The Services Fee shall be payable as follows: (A) $10,000 was previously paid upon the signing of the Conversion Agent Engagement Letter, and (B) all remaining amounts shall be payable immediately upon the completion of the Offerings.

  • The Services Fee shall be payable as follows: (i) $5,000 shall be payable immediately upon execution of the Conversion Agent Engagement Letter, which shall be non-refundable and deemed to be earned in full when paid and (ii) all remaining amounts shall be payable immediately upon the completion of the Offering.

  • The Services Fee shall be payable as follows: (i) $15,000 was payable immediately upon execution of the Conversion Agent Engagement Letter, which shall be non-refundable and deemed to be earned in full when paid and (ii) all remaining amounts shall be payable immediately upon the completion of the Offering.

  • The Services Fee shall be payable as follows: (i) $10,000 shall be payable immediately upon execution of the Conversion Agent Engagement Letter, which shall be non-refundable and deemed to be earned in full when paid and (ii) all remaining amounts shall be payable immediately upon the completion of the Offering.

  • The Services Fee shall be payable as follows: (i) $10,000 was payable immediately upon execution of the Conversion Agent Engagement Letter, which shall be non-refundable and deemed to be earned in full when paid and (ii) all remaining amounts shall be payable immediately upon the completion of the Offering.

  • The Services Fee shall be payable as follows: (A) $15,000 was previously paid upon the signing of the Conversion Agent Engagement Letter, and (B) all remaining amounts shall be payable immediately upon the completion of the Offerings.

  • The consummation of the Reorganization, the execution, delivery and performance of this Agreement, the Engagement Letter and the Conversion Agent Engagement Letter and the consummation of the transactions contemplated herein have been, or will be as of the Closing Date, duly and validly authorized by all necessary corporate action on the part of each of the Federal Savings Bank Parties.

  • The consummation of the Reorganization, the execution, delivery and performance of this Agreement, the Engagement Letter and the Conversion Agent Engagement Letter and the consummation of the transactions contemplated herein have been, or will be as of the Closing Date, duly and validly authorized by all necessary corporate action on the part of each of the PyraMax Parties.

Related to Conversion Agent Engagement Letter

  • Calculation Agent Agreement means the Calculation Agent Agreement dated as of May 18, 2018 between the Company and the Calculation Agent, as amended from time to time.

  • Auction Agent Agreement means the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement is entered into, after which "Auction Agent Agreement" shall mean such Substitute Auction Agent Agreement.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.

  • Market Agent Agreement With respect to any Series, the agreement, if any, dated as of the Closing Date, between the Trustee and the Market Agent, the form of which will be attached to the related Supplement, and any similar agreement with a successor Market Agent, in each case as from time to time amended or supplemented. "Merrill Lynch & Co.": Merrill Lynch & Co., a Delaware corporation.

  • Warrant Agent Agreement means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company and the Warrant Agent.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Paying Agent Agreement means the Paying Agent Agreement to be entered into by and between the Company, the Buyer and the Paying Agent at the Closing, in the form attached hereto as Exhibit F.

  • Engagement Letter means that certain Engagement Letter, dated as of June 18, 2015, by and among the Borrower and the Arrangers.

  • Agent Agreement means the agreement entered into on or about the Issue Date between the Issuer and the Agent, or any replacement agent agreement entered into after the Issue Date between the Issuer and an Agent.

  • Disbursement Letter means an instructional letter executed and delivered by Borrower to Agent regarding the extensions of credit to be made on the Closing Date, the form and substance of which is satisfactory to Agent.

  • Escrow and Paying Agent Agreement means, with respect to either Class of Certificates, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

  • Co-Documentation Agent as defined in the preamble hereto.

  • Calculation Agency Agreement means the Calculation Agency Agreement, dated as of December 21, 2006 between the Company and the Calculation Agent, as amended from time to time, or any successor calculation agency agreement.

  • Commitment Letter has the meaning set forth in Section 5.7.

  • Xxxxx Fargo Fee Letter means the letter agreement, dated August 13, 2010, among the Borrowers, Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association.

  • Disbursement Agreement that certain Master Disbursement Agreement, dated as of , 2002, among the Borrower, the Administrative Agent and the other parties signatory thereto, as the same may hereafter be amended or modified in accordance with its terms and the terms of the Credit Agreement.

  • Co-Documentation Agents as defined in the preamble hereto.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Agent's Fee Letter means the letter agreement, dated as of the date hereof (as hereafter amended from time to time) between the Borrower and the Agent respecting certain fees payable to the Agent for its own account.

  • Auction Agency Agreement means the agreement between the Fund and the Auction Agent which provides, among other things, that the Auction Agent will follow the Auction Procedures for purposes of determining the Applicable Rate for shares of a series of MuniPreferred so long as the Applicable Rate for shares of such series is to be based on the results of an Auction.

  • Disbursement Instruction Agreement means an agreement substantially in the form of Exhibit M to be executed and delivered by the Borrower pursuant to pursuant to Section 6.1(a)(xi), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

  • Fee Letter means that certain fee letter, dated as of even date with this Agreement, among Borrowers and Agent, in form and substance reasonably satisfactory to Agent.

  • Certificate Depositary Agreement means the agreement among the Issuer Trust, the Paying Agent and DTC, as the initial Clearing Agency, dated as of the Closing Date.

  • Increase Confirmation means a confirmation substantially in the form set out in Schedule 12 (Form of Increase Confirmation).

  • Warrant Agency Agreement means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.