LLC Conversions Sample Clauses

LLC Conversions. If Buyer has timely made the LLC Election, the LLC Conversions of all Acquired Companies shall have been effectuated.
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LLC Conversions. Prior to the Closing, Seller shall cause each of the Corporate Subsidiaries to convert, in accordance with applicable state Law, to a limited liability company (such conversions, the “LLC Conversions”).
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LLC Conversions. (i) Immediately after the Company Merger Effective Time, (A) the Surviving Entity shall be converted into a Maryland limited liability company by filing articles of conversion with the Maryland SDAT, in such form as required by, and executed in accordance with, the relevant provisions of, the MGCL and (B) the Company OP GP shall be converted into a Delaware limited liability company by filing a certificate of conversion to limited liability company with the DSOS, in such form as required by, and executed in accordance with, the relevant provisions of, the General Corporation Law of the State of Delaware (the “DGCL”) and the DLLCA. Each of the LLC Conversions shall become effective immediately after the Company Merger Effective Time, as shall be set forth in the relevant articles of conversion or certificate of conversion, as applicable, or on such other date and time as shall be agreed to by Parent and the Company and specified in such articles of conversion and certificate of conversion. The LLC Conversions will have the effects set forth in the MGCL, the Maryland Limited Liability Company Act (the “MD LLC Act”), the DGCL and the DLLCA, as applicable.
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LLC Conversions. Seller shall cause each Acquired Entity that is a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code to convert to a Delaware limited liability company effective no later than two (2) days prior to the Closing Date (the “LLC Conversions”). Seller shall provide to Buyer any legal documents it intends to file in order to effect the LLC Conversions a reasonable time before filing and shall accept any reasonable comments made by Buyer. Following the LLC Conversions, any references in this Agreement to “the Shares” shall mean 100% of the membership interest in the Company, and any reference to the stockholders of the Company or any Acquired Entity shall mean the members of the Company or the Acquired Entity, as applicable.
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LLC Conversions. Prior to the Closing, Seller Parent shall cause: (i) Liberty Japan to be converted into Liberty Japan LLC, and (ii) Liberty Jupiter to be converted into Liberty Jupiter LLC (collectively, the “LLC Conversions”). Seller Parent shall cause the LLC Conversions to occur in accordance with Section 266 of the General Corporation Law of the State of Delaware, U.S.A and Section 18-214 of the Limited Liability Company Act of the State of Delaware, U.S.A. Seller Parent shall provide to Buyer copies of all documents required to effectuate the LLC Conversions.
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LLC Conversions. The Company shall keep the Buyer informed of all material aspects of the process to convert Conseco Finance Servicing Corp. and Conseco Finance Corp.-Alabama into Delaware limited liability companies and obtaining any regulatory approvals related thereto (each, an "LLC Conversion"), including, without limitation, the timing for effecting such LLC Conversion. Prior to effecting the LLC Conversions, the Company and the Buyer shall cooperate in good faith (a) to determine if the LLC Conversions would require an application or filing with, or notification to, any Governmental Authority under the Finance Laws and (b) to coordinate any such applications, filings or notifications with the applications, filings and notifications necessary or required pursuant to Section 6.4. In the event that the Company and Buyer reasonably determine that the LLC Conversions would require an application or filing with, or notification to, any Governmental Authority under the Finance Laws, then, prior to effecting any such applications, filings or notifications, the Company shall prepare drafts of all such documents and provide the Buyer with copies of such documents and reasonable opportunity to review and comment on the same. The Company shall consider in good faith all suggestions of the Buyer in respect of the LLC Conversions, including but not limited to comments on timing and overall strategy on effecting such applications, filings and notifications required under the Finance Laws as a result of the LLC Conversions. Notwithstanding the foregoing, no application, filing or notification under the Finance Laws shall be made with respect to the LLC Conversions without the prior consent of the Buyer (which consent shall not be unreasonably withheld). In the event that the Company elects to make the LLC Conversions, the Company shall bear the costs and expenses of the LLC Conversions and shall indemnify, defend and hold the Buyer Indemnified Parties harmless from and against all Losses suffered by the Buyer Indemnified Parties and any incremental Liabilities incurred by the Buyer Indemnified Parties arising from, related to, or as a result of the LLC Conversions."
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LLC Conversions. (a) No later than two (2) Business Days prior to the Closing Date, Seller shall cause the conversion of each Group Company set forth on Section 6.20(a) of the Disclosure Letter (such Group Companies, the “Converting Group Companies”) into a Missouri limited liability company and disregarded entity for U.S. federal income Tax purposes in accordance with Sections 351.409 and 347.037 of the Missouri Revised Statutes by filing a certificate of conversion and articles of organization in respect of each Converting Group Company with the Secretary of State of the State of Missouri and paying all required filing fees (the “LLC Conversions”). Seller shall provide Purchaser with a reasonable opportunity to review and comment on the resolutions, consents, filings and other documents to effectuate the LLC Conversions, which resolutions, consents, filings and other documents shall be in form and substance reasonably acceptable to Purchaser. 50
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Related to LLC Conversions

  • Automatic Conversion Upon the automatic conversion of all outstanding shares of the series of equity securities comprising the Exercise Shares, this Warrant shall become exercisable for that number of shares of Common Stock of the Company into which the Exercise Shares would then be convertible, so long as such shares, if this Warrant had been exercised prior to such offering, would have been converted into shares of the Company’s Common Stock pursuant to the Company’s Certificate of Incorporation. In such case, all references to “Exercise Shares” shall mean shares of the Company’s Common Stock issuable upon exercise of this Warrant, as appropriate.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Exchange in Lieu of Conversion (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion (the “Conversion Consideration”) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

  • 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.

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • 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.

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

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Forced Conversion Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

  • 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:

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