De-conversion Sample Clauses

De-conversion. Upon termination of this Agreement, Q2 shall provide Customer with a copy of Customer’s data in a format used by Q2 for processing such data, provided that Customer is current in all payments of fees owed hereunder, and Customer has paid Q2 its “Estimated De-conversion Expenses”, defined as the personnel time, supplies, and other work required to be performed by Q2 associated with the de-conversion of Customer’s data. Customer agrees to pay Q2 at Q2’s rates then in effect for such services. Q2 shall make a good faith estimate of all of such costs, expenses, and charges, which shall not exceed $*********** for up to two (2) Q2eBanking files (one test file and one production file) which shall be paid by Customer in advance of the work being performed. The difference, if any, between the actual expenses and Estimated De-conversion Expenses shall be promptly paid upon receipt of Q2’s invoice.
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De-conversion. Upon Customer's request, following the termination or expiration of Customer's right to Use the Software, Phoenix shall assist Customer with the conversion of its data from its then current format into a generic format. Customer shall pay Phoenix on a time and materials basis for such assistance at its then current published rates for the Territory, plus Related Expenses.
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De-conversion. In the event that MCBL chooses another Technology partner to provide the services listed in this Schedule 3.2, Capitol agrees to work in good faith with MCBL in the conversion of the services from Capitol’s system to MCBL’s new system. Additionally, Capitol agrees to provide such reasonable assistance as requested by MCBL in furtherance of such conversion. The cost for any Capitol services used for the conversion will be separately negotiated between the parties. Cost incurred by Capitol from third-party conversion service provider will be reimbursed by MCBL within a reasonable time period after its receipt of such documentation. Upon the Conversion Date, Capitol agrees to maintain and/or deliver to Bank any and all pre-Effective Date data, materials and information related to Bank and its customers. The risk of loss of such data, materials and information, if delivered to Bank, shall remain with Capitol until delivered to Bank, at which point the Bank will assume such risk. Notwithstanding the above provision, in the event that an isolated system and/or process is not practicable to convert, or the parties otherwise agree not to convert a particular system and/or process, Capitol agrees to provide research services to the Bank at Capitol’s published research rates (not to exceed $35.00 per hour). Such systems and/or processes may include, but are not limited to, report storage/COLD storage archives, check archives and other record retention based systems. EXHIBIT A Repetitive Services
Sample 1
De-conversion. Upon Customer's request, following the termination or expiration of Customer's right to Use the Software, SNI shall assist Customer with the conversion of its data from its then current format into a generic format of Customer's choice. Customer shall pay SNI on a time and materials basis for such assistance at its then current published rates for the Territory, plus Related Expenses.
Sample 1
De-conversion. Fidelity shall provide de-conversion services for Customer upon: (i) Customer’s written request for such services and (ii) receipt of a signed non-disclosure agreement by Customer, new processing vendor and Fidelity. The information to be provided by Fidelity to Customer will include one (1) test set and one (1) live set of Customer's data files as of the date specified in writing by the Customer. Such test and live data files shall be in Fidelity's standard machine readable format along with any information as is reasonable and customary to enable Customer to de-convert from the Fidelity System such as trial balances for each application and pertinent system documentation. Requests for media or format other than that stated may be available for additional charges. The fees for such services shall be equal to Fidelity’s then current time and materials rates for de-conversion assistance, which is equal to the greater of ten thousand dollars ($10,000) or the last two (2) months fee for Data Processing Services as set forth herein. The fees and charges quoted are for the physical de-conversion and the coordination of such de-conversion from the Fidelity System and do not include the Termination Costs as outlined in Section 2.5 of the General Terms. Exhibit A
Sample 1
De-conversion. Within ten (10) business days of the termination or expiration of this Agreement, DEALER will provide CUSTOMER with a file(s), in accordance with the DEALER Software’s standard data export capability, containing the CUSTOMER Data. Any customization to the standard data export or file format will be charged at DEALER’s professional service rates at the then prevailing rate hereof. CUSTOMER shall bear its own out-of-pocket costs for non-DEALER Services required for migration of the CUSTOMER Data.
Sample 1

Related to De-conversion

  • Mandatory Conversion Provided an Event of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

  • Optional Conversion To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • Lender Optional Conversion Lender has the right beginning on April 1, 2023 until the Outstanding Balance has been paid in full, at its election, to convert (“Conversion”) all or any portion of the Outstanding Balance into fully paid and non-assessable Common Shares, par value $0.01 (the “Common Shares”), of Borrower (“Conversion Shares”) as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Conversion Notice”) may be effectively delivered to Borrower by any method set forth in the “Notices” Section of the Purchase Agreement, and all Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any Conversion to Lender in accordance with Section 7 below.

  • No Conversion Leaves approved as compensated leaves shall remain so and shall not be converted to leave without pay.

  • Settlement Upon Conversion 45 Section 5.04. Reserve and Status of Common Stock Issued upon Conversion. 48 Section 5.05. Adjustments to the Conversion Rate. 49 Section 5.06. Voluntary Adjustments. 60 Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change. 60 Section 5.08. Exchange in Lieu of Conversion. 61

  • Manner of Conversion The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

  • Partial Conversion In the event some but not all of the shares of Series A Preferred Stock represented by a certificate(s) surrendered by a holder are converted, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new certificate representing the number of shares of Series A Preferred Stock which were not converted.

  • Date of Conversion Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------

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