Delaware Conversion definition

Delaware Conversion has the meaning set forth in Section 5.18(a).
Sample 1Sample 2
Delaware Conversion has the meaning set forth in the Recitals hereof.
Sample 1Sample 2
Delaware Conversion shall have the meaning set forth in Section 3.03(c).
Sample 1

Examples of Delaware Conversion in a sentence

  • This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the Investor, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by the failure to complete the Delaware Conversion or cause the Amended Charter to become effective or by general equitable principles (whether applied in equity or at law).

  • 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.

  • The term metropolitan arrangement becomes more applicable to any interlocal cooperation between city/ies and municipalities which do not meet the population and largely urban criteria but are performing expanded urban service functions.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • The Delaware Conversion will become effective at such time as the Certificate of Conversion has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Conversion in accordance with the DGCL.

  • At the effective time of the Delaware Conversion, the shares of the Delaware corporation into which the shares of Parent Common Stock will be converted shall be listed on Nasdaq.


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.
Sample 1

Related to Delaware Conversion

  • Certificate of Conversion means the Certificate of Conversion to Limited Liability Company of the Corporation to the Company as filed in the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

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

  • Date of Conversion Conversion Price:_______________________________________________________________

  • 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 shall have the meaning set forth in Section 6(d).

  • 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 Issuer’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Issuer’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the holders of the Securities) or to the relevant recipient, in accordance with the terms of the Securities.

  • Place of Conversion means any city in which any Conversion Agent is located.

  • 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, 6 Del.C. § 18-101, et seq., as it may be amended from time to time, and any successor to such Act.

  • 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 of the Company, the form of which is attached 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 means the conversion of any Convertible Preferred Stock other than a Mandatory Conversion.

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