Conversion Merger Clause Samples
A Conversion Merger clause outlines the process by which convertible securities, such as convertible notes or preferred shares, are automatically converted into common equity in the event of a merger or acquisition. Typically, this clause specifies the timing, conversion rate, and any adjustments to the terms that apply if a merger occurs, ensuring that holders of convertible instruments are treated fairly and consistently with other shareholders. Its core function is to provide clarity and predictability for both investors and the company during significant corporate transactions, preventing disputes and ensuring that all parties understand how their interests will be handled in a merger scenario.
Conversion Merger. Promptly following the consummation of the Capital Contribution pursuant to Section 1.03(b), pursuant to Article III and in accordance with the KLLCA and the KBCA, New Ashland LLC shall be merged with and into New Ashland Inc. (the “Conversion Merger”) at the Conversion Merger Effective Time (as defined in Section 3.02), which, if not the time of filing of the Conversion Articles of Merger (as defined in Section 3.02) in accordance with Section 3.02, shall be a time mutually agreed upon by Ashland and Marathon.
Conversion Merger. 1.03(c) Conversion Merger Effective Time...........................................3.02
Conversion Merger. Consideration shall mean $1.00 in cash, without interest, for each share of Conversion Stock.
Conversion Merger. Closing 2 Section 1.2 Plan of Conversion 2 Section 1.3 Merger 4 Section 1.4 Certain Corporate Governance Matters 5 Section 2.1 Effect on Securities 5 Section 2.2 Exchange Procedures 7 Section 2.3 Withholding 8 Section 2.4 Treatment of Parent RSUs and Parent Restricted Stock Awards 9 Section 2.5 Treatment of Company RSUs 9 Section 2.6 Post-Closing Payments. 10
Conversion Merger. Subject to the terms and conditions of this Agreement and the Plan of Conversion and the required regulatory approvals, Commonwealth shall convert to a federal stock savings association and immediately thereafter, merge with and into Town, with Town as the Resulting Institution. Deposit account holders of Commonwealth shall receive the right to subscribe for the shares of P▇▇▇▇ Common Stock issued by P▇▇▇▇ in connection with the Conversion Merger in accordance with the Plan of Conversion and OCC regulations.
Conversion Merger. Subject to the terms and conditions of this Agreement and the Plan of Conversion and the required regulatory approvals, Fullerton Federal shall convert to a federal stock savings association and immediately subsequent thereto, merge with and into the Bank with the Bank, as the Resulting Institution. Deposit account holders of and borrowers from Fullerton Federal shall receive the right to subscribe for the shares of Fairmount Common Stock issued by Fairmount in connection with the Conversion Merger in accordance with the Plan of Conversion and OTS regulations.
Conversion Merger. Subject to the terms and conditions of this Agreement and the Plan of Conversion and the required regulatory approvals, St. J▇▇▇▇ shall convert to a federal stock savings association and immediately subsequent thereto, merge with and into the Bank with the Bank as the Resulting Institution. Deposit account holders of and borrowers from St. J▇▇▇▇ shall receive the right to subscribe for the shares of W▇▇▇▇ Common Stock issued by W▇▇▇▇ in connection with the Conversion Merger in accordance with the Plan of Conversion and OCC regulations.
Conversion Merger. The fee to convert an acquired branch or an acquired bank, or to merge an institution will be limited to the following: 0 - 25,000 Accounts 25,001+ Accounts Fees for ancillary ITI modules and Fiserv services will be billed at the then current rates.
Conversion Merger. Subject to the terms and conditions of this Agreement and the Plan of Conversion and the receipt of all required regulatory approvals, Elk County shall convert to a Pennsylvania-chartered capital stock savings and loan association and, immediately subsequent thereto, merge with and into the Bank with the Bank as the resulting institution ("Resulting Institution"). Qualifying deposit account holders of and borrowers from Elk County shall receive the right to subscribe for the shares of Emclaire Common Stock to be issued by Emclaire in connection with the Conversion Merger in accordance with the Plan of Conversion, OTS regulations and applicable Pennsylvania law.
Conversion Merger