GMAC Conversion definition

GMAC Conversion means, together with related transactions, any conversion of the Issuer into a corporation through a statutory conversion, the creation of a holding company above the Issuer and the exchange of all or substantially all of the Issuer’s outstanding equity interests for equity interests of such holding company, the direct or indirect acquisition by Blocker Sub of all or substantially all of the Issuer’s outstanding equity interests in exchange for stock of Blocker Sub, the merger of the Issuer with and into Blocker Sub, or any other direct or indirect incorporation of the assets and liabilities of the Issuer, including, without limitation, by merger, consolidation or recapitalization; statutory conversion; direct or indirect, sale, transfer, exchange, pledge or other disposal of economic, voting or other rights; sale, exchange or other acquisition of shares, equity interests or assets; contribution of assets and/or liabilities; liquidation; exchange of securities; conversion of entity, migration of entity or formation of new entity; or other transaction or group of related transactions.
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GMAC Conversion. Means, together with related transactions, a conversion of the Company into a corporation through a statutory conversion, the creation of a holding company above the Company and the exchange of all or substantially all of the Company’s outstanding equity interests for equity interests of such holding company, the direct or indirect acquisition by Blocker Sub of all or substantially all of the Company’s outstanding equity interests in exchange for stock of Blocker Sub, the merger of the Company with and into Blocker Sub, and any other direct or indirect incorporation of the assets and liabilities of the Company, including, without limitation, by merger, consolidation or recapitalization; statutory conversion; direct or indirect, sale, transfer, exchange, pledge or other disposal of economic, voting or other rights; sale, exchange or other acquisition of shares, equity interests or assets; contribution of assets and/or liabilities; liquidation; exchange of securities; conversion of entity, migration of entity or formation of new entity; or other transaction or group of related transactions; provided that (i) if the GMAC Conversion occurs and Blocker Sub is not the resulting corporation, then the New Preferred Stock will be converted into or exchanged for preferred stock of such resulting corporation having terms substantially the same as the terms of the New Preferred Stock and (ii) in connection with a GMAC Conversion, appropriate action shall be taken, if any, to ensure that the New Preferred Stock shall continue to have the practical economic benefits of the material provisions applicable to the New Preferred Stock and the GMAC Preferred Membership Interests, including with respect to dividends, liquidation preference, priority, relative rights with respect to other equity interests and the equity value of the Company and its subsidiaries. Notwithstanding the foregoing, following the GMAC Conversion, if the issuer of the New Preferred Stock would not otherwise be the same as the issuer of the New Guaranteed Notes, then the New Preferred Stock will be converted into or exchanged for preferred stock of the issuer of the New Guaranteed Notes having terms substantially the same as the terms of the New Preferred Stock.
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GMAC Conversion. Means a Section 2.8 Conversion, as that term is defined in the Operating Agreement.
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Examples of GMAC Conversion in a sentence

  • Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities or any other interests except in connection with a GMAC Conversion.


More Definitions of GMAC Conversion

GMAC Conversion means, together with related transactions, a conversion of GMAC into a corporation through a statutory conversion, the creation of a holding company above GMAC and the exchange of all or substantially all of GMAC’s outstanding equity interests for equity interests of such holding company, the direct or indirect acquisition by the Corporation of all or substantially all of GMAC’s outstanding equity interests in exchange for stock of the Corporation, the merger of GMAC with and into the Corporation, and any other direct or indirect incorporation of the assets and liabilities of GMAC, including, without limitation, by merger, consolidation or recapitali-zation; statutory conversion; direct or indirect, sale, transfer, exchange, pledge or other disposal of economic, voting or other rights; sale, exchange or other acquisition of shares, equity interests or assets; contribution of assets and/or liabilities; liquidation; exchange of securities; conversion of entity, migration of entity or formation of new entity; or other transaction or group of related transactions; provided that (i) if the GMAC Conversion occurs and the Corporation is not the resulting corporation, then the Designated Preferred Stock will be converted into or exchanged for preferred stock of such resulting corporation having terms substantially the same as the terms of the Designated Preferred Stock and (ii) in connection with a GMAC Conversion, appropriate action shall be taken, if any, to ensure that the Designated Preferred Stock shall continue to have the practical economic benefits of the material provisions applicable to the Designated Preferred Stock and the GMAC Preferred Membership Interests, including with respect to dividends, liquidation preference and the equity value of GMAC and its subsidiaries. Notwithstanding the foregoing, following the GMAC Conversion, if the issuer of the Designated Preferred Stock would not otherwise be the same as the issuer of the New Guaranteed Notes, then the Designated Preferred Stock will be converted into or exchanged for preferred stock of the issuer of the New Guaranteed Notes having terms substantially the same as the terms of the Designated Preferred Stock.
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Related to GMAC Conversion

  • Automatic Conversion means the irrevocable and automatic release of all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Company’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares, all in accordance with the terms of the Securities.

  • Mandatory Conversion shall have the meaning set forth in Section 6.

  • Major conversion means a conversion of an existing ship:

  • Optional Conversion has the meaning set forth in Section 6(a).

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Date of Conversion Conversion Price:_______________________________________________________________ Shares To Be Delivered:_________________________________________________________ Signature:______________________________________________________________________ Print Name:_____________________________________________________________________ Address:________________________________________________________________________

  • Conversion Plan shall have the meaning given to such term in Section 2.05 of this Agreement.

  • Mandatory Conversion Notice has the meaning ascribed thereto in Section 4.5(a);

  • Automatic Conversion Date has the meaning set forth in Section 7(c).

  • Conversion Date shall have the meaning set forth in Section 4(a).

  • Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.

  • Forced Conversion has the meaning set forth in Section 4.05(c) hereof.

  • Continuation/Conversion Date means the date on which a Loan is converted into or continued as a LIBOR Rate Loan.

  • Certificate of Conversion means the Certificate of Conversion of the Company filed with the Secretary of State of the State of Delaware pursuant to Section 18-214(b)(1) of the Act on October 9, 2007, as amended or amended and restated from time to time.

  • Term Loan Conversion Date means the Termination Date on which all Revolving Credit Advances outstanding on such date are converted into a term loan pursuant to Section 2.06.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Plan of Conversion has the meaning given such term in Section 14.1.

  • Continuation/Conversion Notice means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto.

  • Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or (ii) any currency unit or composite currency for the purposes for which it was established.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Forced Conversion Date shall have the meaning set forth in Section 6(d).

  • Conversion and “Converted” each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08 or 2.09.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Conversion therapy means any practice or treatment as defined in § 54.1-2409.5 A of the Code of Virginia.

  • Notice of Conversion/Continuation means a notice in substantially the form of Exhibit B.