Conversions and Internal Replacements Sample Clauses

Conversions and Internal Replacements. Base Annuities or Riders converting to another annuity, rider or policy pursuant to a contractual right to convert, whether listed on Schedule A attached hereto or not, shall not be reinsured under this Agreement except when the contractholder transitions to the Guaranteed Income Benefit provision provided under the Living Benefits Rider. The Guaranteed Income Benefit provision is effective concurrently with the VAPOR Rider effective date and the irrevocable termination of the Guaranteed Minimum Withdrawal Benefit provision of the Living Benefits Rider. Unless expressly approved by the Reinsurer in writing, the Ceding Company, its affiliates, successors or assigns, shall not initiate a program of Internal Replacement that would include any of the Base Annuities or reinsured Riders. For purposes of this Agreement, the term “Internal Replacement” means any instance in which a Base Annuity or Rider or any portion of the cash value of a Base Annuity is exchanged for another rider or annuity, not covered under this Agreement, which is written by the Ceding Company, its affiliates, successors or assigns.
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Conversions and Internal Replacements. Base Annuities or Riders converting to another annuity, rider or policy pursuant to a contractual right to convert, whether listed on Schedule A attached hereto or not, shall not be reinsured under this Agreement. Unless expressly approved by the Reinsurer in writing, the Ceding Company, its affiliates, successors or assigns, shall not initiate a program of Internal Replacement that would include any of the Base Annuities or reinsured Riders. For purposes of this Agreement, the term “Internal Replacement” means any instance in which a Base Annuity or Rider or any portion of the cash value of a Base Annuity is exchanged for another policy, rider or annuity, not covered under this Agreement which is written by the Ceding Company, its affiliates, successors or assigns. Notwithstanding the foregoing, an Internal EXECUTION VERSION Replacement shall not include a replacement for another policy written by the Ceding Company or any successor or affiliate if such replacement is initiated by the policyowner or any other person or entity not affiliated with the Cedent or its affiliates and is not part of the program offered by the Ceding Company, its affiliates, successors or assigns. EXECUTION VERSION
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Conversions and Internal Replacements. Unless expressly approved by the Reinsurer in writing, such approval not to be unreasonably withheld, the Ceding Company, its affiliates, successors or permitted assigns, shall not initiate a program of Internal Replacement (other than the Withdrawal Benefit Rider Exchanges set forth in the May 1, 2014 product prospectuses as supplemented up to the Effective Date) that would include any of the Riders reinsured hereunder. For purposes of this Agreement, the term “Internal Replacement” means any instance in which a Base Annuity or Rider or any portion of the cash value of a 38 of 88 Base Annuity is exchanged for another contract, rider or annuity, not covered under this Agreement, which is written by the Ceding Company, its affiliates, successors or assigns. Notwithstanding the foregoing, an Internal Replacement shall not include a replacement for another contract written by the Ceding Company or any other successor or affiliate if such replacement is initiated by the contract owner or any other person or entity not affiliated with the Cedant or its affiliates and is not part of the program offered by the Ceding Company, its affiliates, successors or assigns.
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Related to Conversions and Internal Replacements

  • Conversion Mechanics (a) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the remaining Repayment Dates in chronological order.

  • Conversion and Exercise Procedures The form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included in the Debentures set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or convert the Debentures. No additional legal opinion or other information or instructions shall be required of the Purchasers to exercise their Warrants or convert their Debentures. The Company shall honor exercises of the Warrants and conversions of the Debentures and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

  • Extensions and Waivers At any time prior to the Closing, the parties hereto entitled to the benefits of a term or provision may (a) extend the time for the performance of any of the obligations or other acts of the parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto, or (c) waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument or instruments in writing signed by the party against whom enforcement of any such extension or waiver is sought. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement.

  • Conversion Generally Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be cancelled pursuant to Section 4.1(b), and (ii) Dissenting Shares) shall be converted, subject to Section 4.1(d), into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof, without interest (the “Merger Consideration”). At the Effective Time, all such shares of Company Common Stock shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented any such shares shall thereafter represent only the right to receive the Merger Consideration therefor.

  • REDEMPTIONS AND EXCHANGES A. Countrywide shall process, in accordance with the Trust's then current prospectus and statement of additional information, each order for the redemption of shares accepted by Countrywide. Upon its approval of such redemption transactions, Countrywide, if requested by the Trust, shall mail to the shareholder and/or dealer of record a confirmation showing trade date, number of full and fractional shares redeemed, the price per share and the total redemption proceeds. For each such redemption, Countrywide shall either: (a) prepare checks in the appropriate amounts for approval and verification by the Trust and signature by an authorized officer of Countrywide and mail the checks to the appropriate person, or (b) in the event redemption proceeds are to be wired through the Federal Reserve Wire System or by bank wire, cause such proceeds to be wired in federal funds to the bank account designated by the shareholder, or (c) effectuate such other redemption procedures which are authorized by the Trust's Board of Trustees or its then current prospectus and statement of additional information. The requirements as to instruments of transfer and other documentation, the applicable redemption price and the time of payment shall be as provided in the then current prospectus and statement of additional information, subject to such supplemental instructions as may be furnished by the Trust and accepted by Countrywide. If Countrywide or the Trust determines that a request for redemption does not comply with the requirements for redemptions, Countrywide shall promptly notify the shareholder indicating the reason therefor.

  • Borrowings and Conversions Each borrowing of Base Rate Loans shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess thereof. Each borrowing and each Conversion of LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount.

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