Conversion Expenses. The Issuer will pay all stamp, issue, registration or other similar taxes and duties (if any) arising in the United States on the issue of Shares on conversion of the Notes, their transfer and delivery to or to the order of the converting Noteholder (subject as provided in Section 11.3 hereof), any expenses of obtaining a listing for such Shares on the NYSE Amex and all charges of the Paying and Conversion Agents in connection therewith. Subject thereto, as conditions precedent to conversion, the Noteholder must pay to the Issuer (or to such person as the Issuer may direct) all stamp, issue, registration or other similar taxes and duties (if any) (“Conversion Expenses”) arising on conversion which may be payable:
Conversion Expenses. First Bank shall be responsible for all costs incurred by First Bank employees during the conversion including travel costs, training costs, or other costs specific to the deconversion of First Bank’s current operating systems. Premier shall be responsible for all costs incurred by Premier employees during the conversion including travel costs, training costs, or other costs specific to the conversion of First Bank’s current operating systems to Premier’s operating systems.
Conversion Expenses. 22 8.11 Public Inspection of Conversion Application .................... 22 8.12 Enforcement of Terms and Conditions ............................ 22 ARTICLE 9. MISCELLANEOUS ................................................... 22 9.1 Interpretation of Plan .......................................... 22 9.2 Amendment or Termination of the Plan ............................ 23 EXHIBIT A Charter and Bylaws of the Stock Holding Company EXHIBIT B Amended and Restated Charter and Bylaws of the Bank EXHIBIT C Initial Directors of the Stock Holding Company THE 1855 BANCORP PLAN OF CONVERSION
Conversion Expenses. The Regulations require that the expenses of the Conversion must be reasonable. The MHC will use its best efforts to assure that the expenses incurred by the MHC in effecting the Conversion will be reasonable.
Conversion Expenses. Bank shall be responsible for all costs incurred by Bank employees during the conversion including travel costs, training costs, or other costs specific to the deconversion of Bank’s current operating systems. Premier shall be responsible for all costs incurred by Premier or Premier Bank employees during the conversion including travel costs, training costs, or other costs specific to the conversion of Bank’s current operating systems to Premier’s operating systems.
Conversion Expenses. All reasonable costs and expenses associated with activities undertaken by the Custodian to carry out its duties and services as a foreign custody manager under Rule 17f-5(b) in those jurisdictions in which the Funds’ previous Custodian was maintaining Fund assets with Eligible Foreign Custodians shall be borne by the Custodian, including, but not limited to, registration fees, translation fees, filing fees, fees associated with obtaining, verifying and authenticating the Trust’s constitutive documents; and fees associated with obtaining legal opinions, audited financial statements and other professional services, notwithstanding Section 7.01 of this Agreement.
Conversion Expenses. Seller shall bear the expense of one set of test files to be provided to Buyer prior to the Effective Time, and one set of conversion files and back-up files provided as of the Effective Time; provided, however, Buyer shall bear the cost of any additional files or specially formatted files from FIS that Buyer may request, Seller’s data processor (“FIS”); provided, further, in the event Buyer is unable to complete the conversion as contemplated to occur at the Effective Time, Buyer shall be responsible for the processing charges of FIS relating to the Assets and Deposits following the Effective Time.
Conversion Expenses. The Issuer will pay all stamp, issue, registration or other similar taxes and duties (if any) arising in Canada on the issue of Shares on conversion of the Notes, their transfer and delivery to or to the order of the converting Noteholder or, as the case may be, the Trustee (subject as provided in Condition 13 (Settlement)), any expenses of obtaining a listing for such Shares on the Relevant Exchange and all charges of the Paying and Conversion Agents in connection therewith as provided in the Agency Agreement. Subject thereto, as conditions precedent to conversion, the Noteholder must pay to the Issuer (or to such person as the Issuer may direct) all stamp, issue, registration or other similar taxes and duties (if any) (“Conversion Expenses”) arising on conversion which may be payable:
Conversion Expenses. (1) If, either before or after the Closing, any Regulatory Agency objects, or requires Investor or any of its affiliates to limit their activities as a condition, to the investment in the Company contemplated hereby, the Company and Investor shall cooperate and use reasonable best efforts to ensure that any such objection, requirement or limitation is promptly addressed in such a way so as to permit the completion of the investment on the terms described in this Agreement without, in the sole judgment of Investor, adversely affecting the then-current operations of Investor or any of its affiliates or, if the Closing shall have occurred, resolved in a manner satisfactory to the Investor and any such Regulatory Agency. In the event that as a condition to, or if the Closing shall have occurred, as a result of, the investment contemplated hereby, any Regulatory Agency shall require the Investor to limit any of its or its affiliates’ activities or the imposition of any other condition that, in the sole judgment of Investor, would adversely affect the then-current operations of Investor or any of its affiliates, Investor shall have the option, at its sole election, to (a) require the Company to take the actions described in Sections 6(f)(2) and 6(f)(3), or (b) in the event the Closing has not yet occurred, reduce the number of Investor Shares to be purchased at the Closing to a number, not less than the Minimum Percentage, as would eliminate the requirement for the condition required by the Regulatory Agency.
Conversion Expenses. Seller shall be responsible for the payment of all costs to convert the Accounts from the processing systems of FDR and EDS to another data processor designated by Purchaser, and for the destruction of unutilized inventory stored at FDR. The obligation of Seller to pay such costs shall be subject to the condition that such costs and expenses be reasonable in the discretion of Purchaser and customary in connection with conversion activities and that the parties shall have mutually reviewed such costs and expenses prior to incurring such costs and expenses. Seller agrees that unless it has obtained the consent of FDR to provide Purchaser with all rights and access necessary to effect the conversion, Seller shall, as its sole cost and expense, provide (in a timely fashion that meets all of the conversion timelines established by Purchaser and agreed to by Seller in the Conversion Schedule) such conversion tapes or transmissions and other necessary materials in a form reasonably requested by Purchaser as necessary to install and maintain the information contained therein on the system of Purchaser. Such support ("Conversion Support") shall include: (i) assisting Purchaser in completion of MasterCard and/or VISA required questionnaires and forms within their prescribed time frames; (ii) providing test copies and layouts of all critical files upon fifteen (15) days written notice; (iii) providing necessary support to complete the mapping of the fields of FDR's files to Purchaser's processor's files upon fifteen (15) days written notice (such support may, at Purchaser's discretion, include visits by appropriate FDR representative(s) to Purchaser's facility in order to facilitate mapping); (iv) participating in up to three mock conversions upon fifteen (15) days written notice; (v) suspending monetary and non-monetary activity three days prior to Conversion; (vi) providing Preliminary Tapes at each of the mock conversions and two days prior to the actual Conversion (tapes shall be "as of" the appropriate date); (vii) providing Final Tapes as agreed to by the parties prior to the Conversion Date; (viii) all other support that is customary for such conversions; and (ix) provide hard copy settlement reports both pre and post conversion.
