Conversion Agent Engagement Letter definition

Conversion Agent Engagement Letter and, together with the Engagement Letters, the “Engagement Letters”). It is acknowledged by the CS Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the earlier of (i) the completion, termination or abandonment of the Plan by the CS Parties, (ii) the termination of the Offering and (iii) 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the CS Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 391,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof, which shall survive the termination of this Agreement.
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Conversion Agent Engagement Letter and, together with the Advisor Engagement Letter, the “Engagement Letters”). It is acknowledged by the Eagle Parties that the Agent is not, and shall not be, required to purchase any Shares or be obligated to take any action that is inconsistent with any and all applicable laws, regulations, decisions or orders. Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the earlier of (i) the completion, termination or abandonment of the Plan by the Eagle Parties, (ii) the termination of the Offering and (iii) 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Eagle Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters. In the event the Company is unable to sell a minimum of 1,405,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof, which shall survive the termination of this Agreement.
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Examples of Conversion Agent Engagement Letter in a sentence

  • It is understood and agreed that this Agreement is the exclusive agreement among the parties pertaining to the subject matter hereof, supersedes any prior Agreement among the parties and may not be varied except by a writing signed by all parties (except for specific references to the Engagement Letter and Conversion Agent Engagement Letter) and may not be varied except in writing signed by all the parties.

  • The consummation of the Conversion, the execution, delivery and performance of this Agreement, the Engagement Letter and the Conversion Agent Engagement Letter and the consummation of the transactions contemplated herein have been, or will be as of the Closing Date, duly and validly authorized by all necessary corporate action on the part of each of the Primary Parties.

  • The Primary Parties will also reimburse KBW for its reasonable out-of-pocket expenses incurred in connection with the services provided pursuant to the Conversion Agent Engagement Letter, regardless of whether the Offering is consummated, provided that such out-of-pocket expenses shall not exceed $15,000.

  • The Services Fee shall be payable as follows: (i) $10,000 was payable immediately upon execution of the Conversion Agent Engagement Letter, which shall benon-refundable and deemed to be earned in full when paid and (ii) all remaining amounts shall be payable immediately upon the completion of the Offering.

  • A non-refundable cash fee of $50,000 (the“ Services Fee”) in connection with KBW’s provision of services as conversion agent and data processing records management agent, pursuant to the Conversion Agent Engagement Letter.

  • A non-refundable cash fee of $25,000 (the“ Services Fee”) in connection with KBW’s provision of services as conversion agent and data processing records management agent, pursuant to the Conversion Agent Engagement Letter.

  • The Services Fee shall be payable as follows: (A) $10,000 payable upon the signing of the Conversion Agent Engagement Letter, which has been paid in full, and (B)$25,000 payable immediately upon the completion of the Offering.

  • A non-refundable cash fee of $30,000 (the“ Services Fee”) in connection with KBW’s provision of services as conversion agent and data processing records management agent, pursuant to the Conversion Agent Engagement Letter.

  • A non-refundable cash fee of $35,000 (the “ Services Fee”) in connection with KBW’s provision of services as conversion agent and data processing records management agent, pursuant to the Conversion Agent Engagement Letter.

  • Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1.10 or to vote in person or by proxy at any meeting of stockholders.

Related to Conversion Agent Engagement Letter

  • Calculation Agent Agreement means the Calculation Agent Agreement dated as of May 18, 2018 between the Company and the Calculation Agent, as amended from time to time.

  • Auction Agent Agreement means the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement is entered into, after which "Auction Agent Agreement" shall mean such Substitute Auction Agent Agreement.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.

  • Market Agent Agreement With respect to any Series, the agreement, if any, dated as of the Closing Date, between the Trustee and the Market Agent, the form of which will be attached to the related Supplement, and any similar agreement with a successor Market Agent, in each case as from time to time amended or supplemented. "Merrill Lynch & Co.": Merrill Lynch & Co., a Delaware corporation.

  • Fiscal Agent Agreement As defined in Section 8.13.

  • Warrant Agent Agreement means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company and the Warrant Agent.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Paying Agent Agreement shall have the meaning set forth in Section 3.2(a).

  • Engagement Letter means that certain Engagement Letter, dated as of June 18, 2015, by and among the Borrower and the Arrangers.

  • Agent Agreement means the agreement entered into on or about the Issue Date between the Issuer and the Agent, or any replacement agent agreement entered into after the Issue Date between the Issuer and an Agent.

  • Disbursement Letter means an instructional letter executed and delivered by Borrower to Agent regarding the extensions of credit to be made on the Closing Date, the form and substance of which is satisfactory to Agent.

  • Escrow and Paying Agent Agreement means, with respect to either Class of Certificates, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

  • Co-Documentation Agent as defined in the preamble hereto.

  • Calculation Agency Agreement means the Calculation Agency Agreement, dated as of December 21, 2006 between the Company and the Calculation Agent, as amended from time to time, or any successor calculation agency agreement.

  • Commitment Letter has the meaning set forth in Section 5.7.

  • Xxxxx Fargo Fee Letter means the letter agreement, dated June 19, 2013 among the Company, Xxxxx Fargo Bank, N.A. and Xxxxx Fargo Securities, LLC.

  • Disbursement Agreement means, on any date, the Disbursement Agreement, as originally in effect on the Closing Date, among the Borrower, Holdings, the Administrative Agent, the Discount Note Indenture Trustee, the Disbursement Agent, the Servicing Agent and the Securities Intermediary and as thereafter from time to time amended, supplemented, amended and restated or otherwise modified.

  • Co-Documentation Agents as defined in the preamble hereto.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998 by the state and leading United States tobacco product manufacturers;

  • Agent's Fee Letter means the letter agreement, dated as of the date hereof (as hereafter amended from time to time) between the Borrower and the Agent respecting certain fees payable to the Agent for its own account.

  • Auction Agency Agreement means the agreement between the Fund and the Auction Agent which provides, among other things, that the Auction Agent will follow the Auction Procedures for purposes of determining the Applicable Rate for shares of a series of MuniPreferred so long as the Applicable Rate for shares of such series is to be based on the results of an Auction.

  • Disbursement Instruction Agreement means an agreement substantially in the form of Exhibit M to be executed and delivered by the Borrower pursuant to pursuant to Section 6.1(a)(xi), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

  • Fee Letter means the letter agreement, dated as of the Closing Date, between the Borrower and the Administrative Agent.

  • Certificate Depositary Agreement means the agreement among the Issuer Trust, the Depositor and the Depositary, as the initial Clearing Agency, dated as of the Closing Date, substantially in the form attached as Exhibit B, as the same may be amended and supplemented from time to time.

  • Increase Confirmation means a confirmation substantially in the form set out in Schedule 12 (Form of Increase Confirmation).