Statutory Conversion definition

Statutory Conversion means the conversion of the Company to a corporation pursuant to Section 265 of the Delaware General Corporation Law.
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Statutory Conversion means the conversion of New CCNB from a Delaware limited liability company to a Delaware corporation, in accordance with Section 265 of the DGCL and Section 18-216 of the DLLCA, on the business day prior to the Closing.
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Statutory Conversion a conversion of a Person (the “Pre-Conversion Entity”) such that, when such conversion is effected, under the laws of the jurisdiction of formation of the Person to which the Pre-Conversion Entity has converted (such second Person, the “Post-Conversion Entity”)
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Examples of Statutory Conversion in a sentence

  • The parties hereby agree that this Supplemental Indenture shall be deemed effective contemporaneously with the effective time of the Statutory Conversion.

  • The Company and/or any Subsidiary Guarantor may at any time effect a Statutory Conversion.

  • Upon the consummation of such Statutory Conversion, the Company, and/or any Subsidiary Guarantor, as applicable, as so converted, shall, without further action and in accordance herewith and under applicable law, continue to have all of the obligations, rights and duties under the Indenture and the Notes of the Company or such Subsidiary Guarantor, as applicable, all without modification, amendment or supplement of any kind, and all as if it were the original signatory thereto.

  • Not later than the first trading day of the Firm Shares preceding the date hereof, the Statutory Conversion shall be effective.

  • First, the court entered an order granting defendants’ motion as to two of plaintiff’s claims, Breach of Implied Covenants (Count II) and Statutory Conversion (Count VI).

  • Each Member holding Units shall take all necessary or desirable actions in connection with the consummation of the Approved Sale or Statutory Conversion as requested by the Board.

  • Bruce Emmons, President of AK, for Breach of Contract, Unjust Enrichment, Promissory Estoppel, Conversion and Statutory Conversion.

  • Any such Statutory Conversion effected pursuant to Article I above shall not in any way discharge, forgive, amend, modify or supplement the obligations of the Company or any Note Guarantor under the Indenture and/or the Notes.

  • The Statutory Conversion is described in more detail in the Pricing Disclosure Package and Prospectus under the section titled “Corporate Conversion,” which description is complete and correct in all material respects.

  • Count 2: Statutory Conversion SMN argues that Busch converted the amount he owed to SMN, by virtue of not paying his bills.

Related to Statutory Conversion

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

  • Mandatory Conversion Notice shall have the meaning ascribed to it in Section 4.01(b)(ii) hereof.

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

  • 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.

  • Date of Conversion Conversion Price:_______________________________________________________________

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

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

  • Optional Conversion means the conversion of any Convertible Preferred Stock other than a Mandatory Conversion.

  • Major conversion means a conversion of an existing ship:

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

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

  • 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.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

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

  • Continuation/Conversion Notice means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Conversion and “Converted” each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08 or 2.09.

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Initial Conversion Price has the meaning specified in Section 13.01.

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

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding, (b) accrued but unpaid dividends and (c) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

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

  • Daily Conversion Value means, for each of the 40 consecutive Trading Days during the relevant Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP on such Trading Day.

Most Referenced Clauses

Most Referenced Definitions