Permitted Conversion Transaction definition

Permitted Conversion Transaction means the merger of the Borrower with and into a newly-formed Subsidiary of UGI Corporation organized as a limited liability company under the laws of the State of Pennsylvania (“Merger LLC”) in accordance with applicable law, with Merger LLC being the survivor thereof, subject to the following conditions precedent: (a) the Borrower shall have delivered written notice of any such conversion to the Administrative Agent not less than ten (10) Business Days prior thereto, (b) at the time of, and after giving effect to, such conversion, no Default or Event of Default has occurred and is continuing, (c) all representations and warranties set forth in this Agreement shall be true and correct in all material respects immediately prior to, and after giving effect to, such conversion (except that any such representations and warranties specifically which are already qualified as to materiality or by reference to Material Adverse Effect shall be treated as correct in all respects), (d) the owners of the Equity Interests of the Borrower immediately prior to giving effect to such transaction shall own not less than 100% of the aggregate Equity Interests of Merger LLC, (e) concurrently with the effectiveness of such conversion, to the extent reasonably requested by the Administrative Agent, the Borrower shall have executed and delivered assumption and reaffirmation documentation in connection herewith in form and substance reasonably acceptable to the Administrative Agent and which assumption and reaffirmation documentation shall certify that the conditions set forth in clauses (a) through (d) shall have been satisfied as of the date thereof.
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Permitted Conversion Transaction means any transaction (or series of related transactions) the sole purpose of which is to change the status of the Borrower to a for-profit corporation organized under the laws of a state of the United States; provided, however, that (a) immediately prior to and after giving effect to such transaction (or series of related transactions), no Event of Default shall have occurred and be continuing, (b) after giving effect to such transaction (or series of related transactions), 100% of the issued and outstanding shares of capital stock of the Borrower will be held by Persons who were holders of written notices of allocation immediately prior to such transaction (or series of related transactions) and (c) such transaction (or series of related transactions) is approved by the requisite percentage of the members of the Borrower under Georgia law.
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Permitted Conversion Transaction means any transaction (or series of related transactions) the sole purpose of which is to change the status of the Company to a for-profit corporation organized under the laws of a state of the United States; provided, however, that (1) immediately prior to and after giving effect to such transaction (or series of related transactions), no Default shall have occurred and be continuing, (2) after giving effect to such transaction (or series of related transactions), 100% of the issued and outstanding shares of capital stock of the Company shall be held by Persons who were holders of Written Notices of Allocation immediately prior to such transaction (or series of related transactions) and (3) such transaction (or series of related transactions) is approved by the requisite percentage of the Members under Georgia law.
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Examples of Permitted Conversion Transaction in a sentence

  • Borrower shall maintain its corporate existence in good standing under the laws of the state of Georgia, or such other state as may be applicable in the event Borrower enters into a Permitted Conversion Transaction in compliance with clause (e) of Section 10.5 hereof.

  • Upon consummation of a Permitted Conversion Transaction and satisfaction of the requirements of this Section, Sections 12.3 and 13.13 shall be automatically deleted.


More Definitions of Permitted Conversion Transaction

Permitted Conversion Transaction means any transaction (or series of related transactions) the sole purpose of which is to change the status of Borrower to a for-profit corporation or limited liability company organized under the laws of a state of the United States; provided, however, that (a) immediately prior to and after giving effect to such transaction (or series of related transactions), no Event of Default shall have occurred and be continuing; (b) after giving effect to such transaction (or series of related transactions), 100% of the membership interests of Borrower will be held by Persons who were holders of shares of stock in Borrower immediately prior to such transaction (or series of related transactions); and (c) such transaction (or series of related transactions) is approved by the requisite percentage of the members of Borrower under applicable state law.
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Related to Permitted Conversion Transaction

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Business Combination Transaction means:

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Permitted Warrant Transaction means any call option, warrant or right to purchase (or substantially equivalent derivative transaction) on the Company’s or a Parent Company’s common equity sold by the Company or a Parent Company substantially concurrently with a related Permitted Bond Hedge Transaction.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.