Common use of Conversion Agreement Clause in Contracts

Conversion Agreement. The Conversion Agreement has been duly authorized, executed, and delivered by each of Diamond Growers and Diamond Foods; has been duly adopted by (A) the required vote of the Board of Directors of Diamond Growers, (B) the required vote of Diamond Growers members and (C) the required vote of the Board of Directors of Diamond Foods, and has not been rescinded, amended or otherwise withdrawn; and constitutes a legal, valid and binding instrument enforceable against Diamond Growers and Diamond Foods in accordance with its terms. Pursuant to Section 259(a) of the General Corporation Law of the State of Delaware, upon consummation of the Merger, Diamond Foods shall obtain all the rights, privileges, powers and franchises of Diamond Growers at the time of the Merger, and all debts, liabilities and duties of Diamond Growers at such time shall attach to Diamond Foods and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. The Conversion Agreement conforms in all material respects to the applicable requirements of the CGCL, the CFAC, any rules or regulations in respect thereof, and the requirements of all other applicable laws.