CONVERSION TRANSACTION. Prior to the Merger, the Shareholders and the Company shall file with the Secretary of State of __________________ an amendment to and/or a restatement of the Company's Articles of Incorporation and shall take such other action as may be necessary to convert itself into a general business corporation in accordance with all applicable laws, rules and regulations. Shareholders shall form a new professional entity (the "New Corporation") on or before Closing under which it shall conduct its orthodontic practice and which new entity shall own any assets of the orthodontic practice required by applicable law to be owned by the orthodontic practice.
CONVERSION TRANSACTION. The Company proposes to convert its outstanding ownership interests into shares of stock of Plum Creek Timber Company, Inc., a Delaware corporation (the "Corporation"), through the merger (the "Merger") of the Company with and into Plum Creek Acquisition Partners, L.P., a Delaware limited partnership (the "Operating Partnership"). Prior to the Merger, Manufacturing will form Plum Creek Manufacturing Holding Company, Inc. ("Holding") and will contribute a nominal amount to Holding in exchange for 96 percent of Holding's outstanding common stock (which will be non-voting stock), and management of the Company will purchase (the "Management Stock Purchase") the remaining 4 percent of such outstanding common stock (which will be voting stock). Manufacturing and Holding will then form four new Subsidiaries of Holding (the "New Subsidiaries"). Immediately prior to the Merger, Manufacturing will contribute an undivided 75 percent interest in substantially all of its assets (allocated in varying proportions) to the New Subsidiaries in exchange for 75 percent (valued on a fair market value basis at the time of transfer) of the outstanding capital stock of each of the New Subsidiaries (which stock will be non-voting preferred stock) and will contribute an undivided 25 percent interest in substantially all of its assets to Holding. Immediately thereafter, Holding will contribute such undivided 25 percent interest (allocated in the same proportion as Manufacturing's contribution of its undivided interest) to each of the New Subsidiaries in exchange for 25 percent (valued on a fair market value basis at the time of transfer) of the outstanding capital stock of each of the New Subsidiaries (which stock will be voting common stock). The formation of Holding and the New Subsidiaries and the issuance of the capital stock by such entities as described above is herein referred to as the "Facilities Subsidiary Reorganization." The contribution of assets of Manufacturing to Holding and the New Subsidiaries as described above is herein referred to as the "Manufacturing Asset Transfer". Immediately prior to the Merger, the Company will form Plum Creek Southern Timber, L.L.C. as a Restricted Subsidiary ("Southern Timber, L.L.C."), into which the Company will contribute all of its timberlands located in Louisiana and Arkansas in exchange for Southern Timber, L.L.C. assuming (on a joint and several basis) a portion of the indebtedness of the Company. The formation of Southern Timber...
CONVERSION TRANSACTION. In connection with the consummation of an initial public offering, the Managers, after reasonable consultation with the Class A Members and the prior consent of the TCP Majority Holder(s), which consent will not be unreasonably withheld, delayed or conditioned, may (i) amend this Agreement to provide for (A) a conversion in accordance with applicable law to a corporation or (B) the formation of a parent holding company that is a corporation for U.S. federal income tax purposes and whose primary asset would consist of Units of the Company, which parent holding company would be the offeror in the initial public offering and control the Company following such initial public offering, and into which the Class B Members could, and other Members may, merge in a so-called “up C structure;” (ii) distribute shares of common stock or other equity securities of the resulting company to the Members; (iii) form a subsidiary holding company and distribute its shares to the Members; (iv) move the Company or any successor to another jurisdiction to facilitate any of the foregoing; and/or (v) take such other steps as are reasonably necessary to create a suitable vehicle for an offering or sale, in each such case in accordance with applicable law, on a tax-efficient basis for Members and the equity owners of Members (as applicable), and in each case for the express purpose of effecting an initial public offering.
CONVERSION TRANSACTION. 1. An XXX transaction occurs when you authorize a one-time EFT from your account using information from a check. An XXX can only be processed when it is authorized by you. You may initiate or receive credits or debits to your account through wire or ACH transfer.
CONVERSION TRANSACTION. A conversion of Loans in the amount of $ .
CONVERSION TRANSACTION. 7 1.10 Tax-Free Reorganization.............................. 7 1.11 Ratification of Celestial Reverse Stock Split........ 8 1.12
CONVERSION TRANSACTION. Prior to the mailing of the Joint Proxy Statement (as defined in Section 6.3) to the shareholders of Celestial and PDI, PDI shall endeavor to obtain the conversion of (i) PDI's outstanding Series A Convertible Notes, Series B Preferred Shares, and Series C Preferred Shares into Common Shares of PDI, at the exchange ratios expressed in Sections 2.5(b) and (c) hereof, and (ii) PDI's Demand Notes in the aggregate principal amount of $1,000,000 into Common Shares of PDI at the exchange ratio expressed in Section 2.5(h). The conversion transactions contemplated by this Section are referred to as the Conversion Transactions. In the event that these Conversion Transactions are not consummated prior to the mailing of the Joint Proxy Statement, the parties shall amend this Agreement to reflect that such securities are still outstanding, to describe the shareholder vote required in order for PDI to have obtained proper corporate authorization of this Agreement and the Merger, and to provide that at the Effective Time of the Merger, any outstanding Series B Preferred Shares will be converted into Common Stock of Celestial at a ratio of 104.5334 shares of Celestial Common Stock for each Series B Preferred Share so converted, and 37.5399 shares of Celestial Common Stock for each Series C Preferred Share so converted.
CONVERSION TRANSACTION. Prior to or upon consummation of a Listing Event involving a Conversion Transaction, this Agreement shall be replaced by a stockholders or other equity holder agreement (or agreements) executed by the Company Offeror and the Members containing terms and conditions substantially similar to those set forth herein, except that all references to the Units in this Agreement shall be deemed to refer to the corresponding class, series or tranche of equity securities into which the Units were converted or exchanged in such Conversion Transaction and all references to the Company herein shall be deemed to refer to the Company Offeror. The certificate of incorporation and by-laws or other equivalent organizational documents of the Company Offeror shall be in such form as is approved by the Members; provided that the Members may determine that the Members and their Permitted Transferees shall be issued high-vote shares sufficient to provide the Members and their Permitted Transferees voting control of the issuer or registrant in such Listing Event; provided further that the certificate of incorporation or equivalent organizational document of such Company Offeror shall contain a corporate opportunity provision acceptable to the Managing Member. The terms of any such stockholders or other equity holder agreement (or agreements) to be entered into among the Company Offeror and the Members in connection with a Conversion Transaction shall, to the extent practicable, replicate the provisions of this Agreement with respect to (i) management and other rights set forth in Article IV (except to the extent that any of the rights granted therein would be inconsistent with the requirements of any securities exchange on which the Company’s securities will be traded after the Listing Event, in which case the rights granted herein shall be replicated to the greatest extent practicable consistent with the requirements of such exchange), (ii) the exculpation and indemnification provisions set forth in Article XII and (iii) the amendment provisions set forth in Section 13.2, in each case, with appropriate modification to reflect the corporate structure of the Company Offeror.
CONVERSION TRANSACTION. On or prior to the Closing Date, the Shareholders and the Company shall file with the Secretary of State of Louisiana an amendment to and/or a restatement of the Company's Articles of Incorporation and shall take such other action as may be necessary to convert itself into a general business corporation.
CONVERSION TRANSACTION. The conversion of all of the Convertible Debt into the Shares has been consummated or will be consummated immediately prior to the Closing (the "Conversion Transaction"). Upon the consummation of the Conversion Transaction, the Company will have no remaining obligation to the shareholder with respect to the Convertible Debt, whether financial or otherwise.
