GMAC Conversion means, together with related transactions, any conversion of the Issuer into a corporation through a statutory conversion, the creation of a holding company above the Issuer and the exchange of all or substantially all of the Issuer’s outstanding equity interests for equity interests of such holding company, the direct or indirect acquisition by Blocker Sub of all or substantially all of the Issuer’s outstanding equity interests in exchange for stock of Blocker Sub, the merger of the Issuer with and into Blocker Sub, or any other direct or indirect incorporation of the assets and liabilities of the Issuer, including, without limitation, by merger, consolidation or recapitalization; statutory conversion; direct or indirect, sale, transfer, exchange, pledge or other disposal of economic, voting or other rights; sale, exchange or other acquisition of shares, equity interests or assets; contribution of assets and/or liabilities; liquidation; exchange of securities; conversion of entity, migration of entity or formation of new entity; or other transaction or group of related transactions.
GMAC Conversion means, together with related transactions, a conversion of GMAC into a corporation through a statutory conversion, the creation of a holding company above GMAC and the exchange of all or substantially all of GMAC’s outstanding equity interests for equity interests of such holding company, the direct or indirect acquisition by the Corporation of all or substantially all of GMAC’s outstanding equity interests in exchange for stock of the Corporation, the merger of GMAC with and into the Corporation, and any other direct or indirect incorporation of the assets and liabilities of GMAC, including, without limitation, by merger, consolidation or recapitali-zation; statutory conversion; direct or indirect, sale, transfer, exchange, pledge or other disposal of economic, voting or other rights; sale, exchange or other acquisition of shares, equity interests or assets; contribution of assets and/or liabilities; liquidation; exchange of securities; conversion of entity, migration of entity or formation of new entity; or other transaction or group of related transactions; provided that (i) if the GMAC Conversion occurs and the Corporation is not the resulting corporation, then the Designated Preferred Stock will be converted into or exchanged for preferred stock of such resulting corporation having terms substantially the same as the terms of the Designated Preferred Stock and (ii) in connection with a GMAC Conversion, appropriate action shall be taken, if any, to ensure that the Designated Preferred Stock shall continue to have the practical economic benefits of the material provisions applicable to the Designated Preferred Stock and the GMAC Preferred Membership Interests, including with respect to dividends, liquidation preference and the equity value of GMAC and its subsidiaries. Notwithstanding the foregoing, following the GMAC Conversion, if the issuer of the Designated Preferred Stock would not otherwise be the same as the issuer of the New Guaranteed Notes, then the Designated Preferred Stock will be converted into or exchanged for preferred stock of the issuer of the New Guaranteed Notes having terms substantially the same as the terms of the Designated Preferred Stock.
GMAC Conversion. Means a Section 2.8 Conversion, as that term is defined in the Operating Agreement.
Examples of GMAC Conversion in a sentence
Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities or any other interests except in connection with a GMAC Conversion.
More Definitions of GMAC Conversion
GMAC Conversion. Means, together with related transactions, a conversion of the Company into a corporation through a statutory conversion, the creation of a holding company above the Company and the exchange of all or substantially all of the Company’s outstanding equity interests for equity interests of such holding company, the direct or indirect acquisition by Blocker Sub of all or substantially all of the Company’s outstanding equity interests in exchange for stock of Blocker Sub, the merger of the Company with and into Blocker Sub, and any other direct or indirect incorporation of the assets and liabilities of the Company, including, without limitation, by merger, consolidation or recapitalization; statutory conversion; direct or indirect, sale, transfer, exchange, pledge or other disposal of economic, voting or other rights; sale, exchange or other acquisition of shares, equity interests or assets; contribution of assets and/or liabilities; liquidation; exchange of securities; conversion of entity, migration of entity or formation of new entity; or other transaction or group of related transactions; provided that (i) if the GMAC Conversion occurs and Blocker Sub is not the resulting corporation, then the New Preferred Stock will be converted into or exchanged for preferred stock of such resulting corporation having terms substantially the same as the terms of the New Preferred Stock and (ii) in connection with a GMAC Conversion, appropriate action shall be taken, if any, to ensure that the New Preferred Stock shall continue to have the practical economic benefits of the material provisions applicable to the New Preferred Stock and the GMAC Preferred Membership Interests, including with respect to dividends, liquidation preference, priority, relative rights with respect to other equity interests and the equity value of the Company and its subsidiaries. Notwithstanding the foregoing, following the GMAC Conversion, if the issuer of the New Preferred Stock would not otherwise be the same as the issuer of the New Guaranteed Notes, then the New Preferred Stock will be converted into or exchanged for preferred stock of the issuer of the New Guaranteed Notes having terms substantially the same as the terms of the New Preferred Stock.