Charter Conversion definition
Examples of Charter Conversion in a sentence
BCBSMo and the Foundation shall take all reasonable and lawful action and shall execute all documents, certificates and other papers as may be necessary or appropriate in order to effectuate the Charter Conversion Transaction in accordance with this Agreement and applicable law.
New BCBSMo and New RIT shall use their best efforts to cause the Reincorporation Merger Effective Time to occur immediately after the Charter Conversion Effective Time on the Closing Date.
At the Charter Conversion Effective Time, New BCBSMo shall issue one (1) share of New BCBSMo Stock to the Foundation.
Somerset Bank shall use all commercially reasonable efforts to obtain as soon as practicable all consents and approvals of any other Persons, including the Depositors, necessary or desirable for the consummation of the transactions contemplated by this Agreement, including the Conversion and the Charter Conversion.
It is intended by the parties hereto that the Charter Conversion Transaction shall constitute a tax-free reorganization within the meaning of Section 368(a)(1)(E) of the Code.
Except as contemplated hereby, the Foundation shall not sell, transfer, pledge, encumber, or otherwise affect its ownership in, or rights with respect to, the New BCBSMo Stock to be received by it upon consummation of the Charter Conversion Transaction or the New RIT Stock.
Upon the Charter Conversion, Somerset Bank will be a commercial bank in stock form and will be duly organized, validly existing and in good standing under New Jersey law.
The Foundation shall be the sole shareholder of New BCBSMo immediately after and following the Charter Conversion Effective Time.
The Reorganization shall be accomplished by means of the Transfer and Assumption Transaction, the Charter Conversion Transaction, the Reincorporation Merger Transaction and the RIT/New RIT Merger Transaction, each of which shall be consummated in sequential order on the Closing Date (as defined in Section 1.07 hereof).
Subject to the terms and conditions herein provided, the SR Bancorp and Somerset Bank agree to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including the Conversion and the Charter Conversion.