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 a Qualified IPO, the Board may: (i) reorganize the Company into a corporation incorporated under the Laws of the State of Delaware or such other jurisdiction in such manner as the Board deems appropriate, efficient and in the best interests of the Company (and the Board shall use commercially reasonable efforts to effectuate such reorganization in a manner that is tax efficient for both the Company and its Members and the owners of such Members), subject to the requirements of this Section 9.1, including by way of conversion, merger, recapitalization, exchange or asset and liability transfer, in each case, giving effect to the same economic and voting rights contained in this Agreement after taking into consideration the structure of the Company and the Company’s Subsidiaries and their respective classes of securities (the transactions described in this clause (i) being referred to herein as a “Conversion Transaction”); (ii) cause the exchange of Units for shares of common stock or other equity securities of a holding company formed to hold all or substantially all of the assets of the Company’s Subsidiaries or any other Company Offeror that will be the issuer in such Qualified IPO; (iii) cause the treatment of the Class B Units in connection with such Qualified IPO as determined by the Company to be in accordance with the terms of the Applicable Class B Unit Agreements; or (iv) take any such other action as the Board may determine in good faith to create an appropriate vehicle to effectuate a Qualified IPO.
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. 7 1.10 Tax-Free Reorganization.............................. 7 1.11 Ratification of Celestial Reverse Stock Split........ 8 1.12
Conversion Transaction. A conversion of Loans in the amount of $ .
Conversion Transaction. At the Effective Time, (i) $10,000,000 of the aggregate outstanding principal amount of the Loans shall be exchanged ratably for (a) an aggregate of 5,714,285 shares (the “Shares”) of the Common Stock, in amounts as set forth on Exhibit A hereto (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after December 15, 2017 (“Recapitalizations”)), and (b) Warrants to purchase an aggregate of 1,142,856 shares of Common Stock (as adjusted for any Recapitalizations), in amounts as set forth on Exhibit A hereto, (ii) the aggregate outstanding principal amount of the Loans shall accordingly be reduced ratably to $2,450,000, and (iii) such principal amount of the Loans exchanged for the Shares and Warrants as contemplated by subparagraph (i) shall be deemed to have been indefeasibly paid in full in accordance with the terms of the Deal A Loan Documents and, for the avoidance of doubt, the outstanding principal amount of each such Loan and the Lender thereof as of the Effective Time is set forth on Exhibit A hereto.
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. 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. 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.
