Permitted Conversion Transaction definition
Permitted Conversion Transaction means the merger of the Borrower with and into a newly-formed Subsidiary of UGI Corporation organized as a limited liability company under the laws of the State of Pennsylvania (“Merger LLC”) in accordance with applicable law, with Merger LLC being the survivor thereof, subject to the following conditions precedent: (a) the Borrower shall have delivered written notice of any such conversion to the Administrative Agent not less than ten (10) Business Days prior thereto, (b) at the time of, and after giving effect to, such conversion, no Default or Event of Default has occurred and is continuing, (c) all representations and warranties set forth in this Agreement shall be true and correct in all material respects immediately prior to, and after giving effect to, such conversion (except that any such representations and warranties specifically which are already qualified as to materiality or by reference to Material Adverse Effect shall be treated as correct in all respects), (d) the owners of the Equity Interests of the Borrower immediately prior to giving effect to such transaction shall own not less than 100% of the aggregate Equity Interests of Merger LLC, (e) concurrently with the effectiveness of such conversion, to the extent reasonably requested by the Administrative Agent, the Borrower shall have executed and delivered assumption and reaffirmation documentation in connection herewith in form and substance reasonably acceptable to the Administrative Agent and which assumption and reaffirmation documentation shall certify that the conditions set forth in clauses (a) through (d) shall have been satisfied as of the date thereof.
Permitted Conversion Transaction means any transaction (or series of related transactions) the sole purpose of which is to change the status of the Borrower to a for-profit corporation organized under the laws of a state of the United States; provided, however, that (a) immediately prior to and after giving effect to such transaction (or series of related transactions), no Event of Default shall have occurred and be continuing, (b) after giving effect to such transaction (or series of related transactions), 100% of the issued and outstanding shares of capital stock of the Borrower will be held by Persons who were holders of written notices of allocation immediately prior to such transaction (or series of related transactions) and (c) such transaction (or series of related transactions) is approved by the requisite percentage of the members of the Borrower under Georgia law.
Permitted Conversion Transaction means any transaction (or series of related transactions) the sole purpose of which is to change the status of Borrower to a for-profit corporation or limited liability company organized under the laws of a state of the United States; provided, however, that (a) immediately prior to and after giving effect to such transaction (or series of related transactions), no Event of Default shall have occurred and be continuing; (b) after giving effect to such transaction (or series of related transactions), 100% of the membership interests of Borrower will be held by Persons who were holders of shares of stock in Borrower immediately prior to such transaction (or series of related transactions); and (c) such transaction (or series of related transactions) is approved by the requisite percentage of the members of Borrower under applicable state law.
Examples of Permitted Conversion Transaction in a sentence
Borrower shall maintain its corporate existence in good standing under the laws of the state of Georgia, or such other state as may be applicable in the event Borrower enters into a Permitted Conversion Transaction in compliance with clause (e) of Section 10.5 hereof.
Upon consummation of a Permitted Conversion Transaction and satisfaction of the requirements of this Section, Sections 12.3 and 13.13 shall be automatically deleted.
More Definitions of Permitted Conversion Transaction
Permitted Conversion Transaction means any transaction (or series of related transactions) the sole purpose of which is to change the status of the Company to a for-profit corporation organized under the laws of a state of the United States; provided, however, that (1) immediately prior to and after giving effect to such transaction (or series of related transactions), no Default shall have occurred and be continuing, (2) after giving effect to such transaction (or series of related transactions), 100% of the issued and outstanding shares of capital stock of the Company shall be held by Persons who were holders of Written Notices of Allocation immediately prior to such transaction (or series of related transactions) and (3) such transaction (or series of related transactions) is approved by the requisite percentage of the Members under Georgia law.