Delaware Conversion definition

Delaware Conversion has the meaning set forth in Section 5.18(a).
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Delaware Conversion has the meaning set forth in the Recitals hereof.
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Delaware Conversion shall have the meaning set forth in Section 3.03(c).
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Examples of Delaware Conversion in a sentence

  • Subject to confirmation of the Plan of Reorganization by the Bankruptcy Court, the Purchased Shares to be issued pursuant to this Agreement have been, and, subject to the completion of the Delaware Conversion and the effectiveness of the Amended Charter, will be, duly authorized by all necessary corporate action of the Company.

  • Subject to confirmation of the Plan of Reorganization by the Bankruptcy Court, the Purchased Shares to be issued in connection with the TARP Exchange have been, and, subject to the completion of the Delaware Conversion and the effectiveness of the Amended Charter, will be, duly authorized by all necessary corporate action of the Company.

  • Except as contemplated by the Delaware Conversion or the Amended Charter (or customary bylaws in connection therewith), amend its Articles of Incorporation or bylaws or similar organizational documents.

  • As of the date hereof, other than in respect of the TARP Warrant, the Company Rights Agreement, awards outstanding under or pursuant to the Company Stock Option Plans and for purposes of the Primary Investment Transactions, the Senior Debt Settlement, the TARP Exchange, the Debt Issuance, the Delaware Conversion and the Amended Charter (collectively, the “Transactions”), no shares of Common Stock or Company Preferred Stock are reserved for issuance.

  • The certificate of formation of the Delaware limited liability company, into which Reorganized Aurora will be converted, subject to Section 6.19(b) hereof, pursuant to the Delaware Conversion, to be filed with the Secretary of State of Delaware after the Effective Date, the form of which is to be attached as an exhibit to the Voting Agreement and included in the Plan Supplement.

  • Following the Effective Date (and subject to Section 6.19(b) hereof), the holders of New Aurora Preferred Stock and New Aurora Class A Common Stock shall take all the appropriate corporate action to approve and effect the Utah Conversion and Delaware Conversion and approve and execute the Reorganized Aurora Limited Liability Company Agreement, all as contemplated by the Voting Agreement.

  • The certificate of conversion filed, subject to Section 6.19(b) hereof, with the Secretary of State of Delaware and articles of conversion filed with the Secretary of State of Utah on or after the Effective Date effecting and evidencing the Delaware Conversion, the form of which is to be attached as an exhibit to the Voting Agreement and included in the Plan Supplement.

  • The Limited Liability Company Agreement of Reorganized Aurora to become effective, subject to Section 6.19(b) hereof, after the Effective Date upon the consummation of the Delaware Conversion, the form of which is to be attached as an exhibit to the Voting Agreement and included in the Plan Supplement.

  • Notwithstanding the foregoing, if the Delaware Conversion Approval is obtained, then Section 5.18 shall apply.

  • If the Secretary of State of the State of Delaware or the Secretary of State of the State of Nevada requires any changes in the Certificate of Conversion or Articles of Conversion, respectively, as a condition to filing or issuing a certificate to the effect that the Delaware Conversion is effective, Parent shall execute any necessary document incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.


More Definitions of Delaware Conversion

Delaware Conversion means the conversion of the Company from an Ohio corporation to a Delaware corporation on March 30, 2017.
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Related to Delaware Conversion

  • Certificate of Conversion means the Certificate of Conversion of the Partnership filed with Secretary of State of Delaware as referenced in Section 2.1 as such Certificate of Conversion may be amended, supplemented or restated from time to time.

  • Plan of Conversion has the meaning given such term in Section 14.1.

  • Date of Conversion Conversion Price:_______________________________________________________________ Shares To Be Delivered:_________________________________________________________ Signature:______________________________________________________________________ Print Name:_____________________________________________________________________ Address:________________________________________________________________________

  • Conversion Plan shall have the meaning given to such term in Section 2.05 of this Agreement.

  • Delaware LLC Act means the Delaware Limited Liability Company Act.

  • Mandatory Conversion shall have the meaning set forth in Section 6.

  • Forced Conversion has the meaning set forth in Section 4.05(c) hereof.

  • Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act.

  • Delaware Divided LLC means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

  • Delaware Statutory Trust Statute means the provisions of the Delaware Statutory Trust Act, 12 Del. C.ss.3801, et. seq., as such Act may be amended from time to time.

  • Articles of Amendment means the Articles of Amendment relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Restated Certificate means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

  • Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as referenced in Section 2.1, as such Certificate of Formation may be amended, supplemented or restated from time to time.

  • Automatic Conversion means the irrevocable and automatic release of all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Company’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares, all in accordance with the terms of the Securities.

  • Place of Conversion has the meaning specified in Section 3.1.

  • Delaware Statutory Trust Act means Chapter 38 of Title 12 of the Delaware Code.

  • Certificate of Merger has the meaning set forth in Section 2.2.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • LLC Act means the Delaware Limited Liability Company Act, as amended.

  • Articles of Merger has the meaning set forth in Section 2.2.

  • DLLCA means the Delaware Limited Liability Company Act.

  • Certificate of Amendment means the Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached to this Agreement as Exhibit A.

  • Continuation/Conversion Date means the date on which a Loan is converted into or continued as a LIBOR Rate Loan.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Optional Conversion has the meaning set forth in Section 6(a).

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).