REIT Conversion Merger definition

REIT Conversion Merger means the merger of Sun Healthcare Group, Inc. with and into the Parent, with the Parent surviving the merger and holders of Sun Healthcare Group, Inc. common stock receiving shares of Parent common stock in exchange for shares of Sun Healthcare Group, Inc. common stock.
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REIT Conversion Merger shall have the meaning set forth in the recitals of this Agreement.
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REIT Conversion Merger means the merger of Old Sun with and into the Parent, with the Parent surviving the merger and holders of Old Sun common stock receiving shares of Parent common stock in exchange for shares of Old Sun common stock.
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Examples of REIT Conversion Merger in a sentence

  • New Sun and Sabra shall take all such actions as may be reasonably necessary or appropriate in order to maintain the effectiveness of the Registration Statements by order of the SEC through the effective time of the REIT Conversion Merger.

  • Prior to the Distribution Date, Sun, Sabra and New Sun shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in order to effect the Distribution and the REIT Conversion Merger in accordance with Applicable Law.

  • On or prior to the Distribution Date, each of Sun, Sabra and New Sun shall enter into, and/or where applicable shall cause such other members of their respective Groups to enter into (a) the Ancillary Agreements and (b) any other agreements in respect of the Corporate Restructuring Transactions, the Distribution and the REIT Conversion Merger as are reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

  • On or prior to the REIT Conversion Merger Date, Sun and Sabra shall each take all necessary actions so that, as of the REIT Conversion Merger Date, the Articles of Amendment and Restatement and the Amended and Restated By-Laws of Sabra will be substantially in the forms set forth in Exhibit H-1 and Exhibit H-2, respectively.

  • The parties hereto shall use their commercially reasonable efforts to obtain any material third-party consents or approvals (the “Consents”) prior to the Corporate Restructuring Transactions or the Distribution Date, as applicable, that are required to consummate the Corporate Restructuring Transactions, the Distribution, the REIT Conversion Merger and the other transactions contemplated hereby.

  • On or prior to the Distribution Date, Sun and New Sun shall each take all necessary actions so that, immediately following the REIT Conversion Merger, the Certificate of Amendment to the Certificate of Incorporation of New Sun to change the name of New Sun to “Sun Healthcare Group, Inc.” shall be filed with the Secretary of State of the State of Delaware.

  • Notwithstanding any provision hereof this Agreement may be terminated and the Distribution and the REIT Conversion Merger may be abandoned at any time prior to the Distribution Date by and in the sole discretion of the board of directors of Sun.

  • Subject to the conditions herein and the conditions to the REIT Conversion Merger, at the effective time of the REIT Conversion Merger, [Trust] shall receive [•] share[s] of Sabra Common Stock for each Sun restricted stock unit held by each director, executive officer and employee which has vested as of the Distribution Date but the payment of which has been deferred to a later date.

  • This opinion letter addresses only the specific U.S. federal income tax matters set forth above and does not address any other U.S. federal, state or local or non-U.S. tax issues, including the accuracy of any statements in the Registration Statement or in the agreement and plan to implement the REIT Conversion Merger, or the U.S. federal income tax consequences of the REIT Conversion Merger to the Sun shareholders.

  • Subject to the conditions herein and the conditions to the REIT Conversion Merger, at the effective time of the REIT Conversion Merger, a grantor trust to be established by New Sun (the “Trust”) shall receive one share of Sabra Common Stock for every three shares of Sun Common Stock subject to a Sun restricted stock unit held by each director, executive officer and employee which has vested as of the Distribution Date but the payment of which has been deferred to a later date.


More Definitions of REIT Conversion Merger

REIT Conversion Merger has the meaning set forth in the fifth recital of this Agreement.
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REIT Conversion Merger means the merger of Sun Healthcare Group, Inc. with and into the REIT Guarantor which occurred following the Separation. “REIT Guarantor” has the meaning specified in the introductory paragraph hereto. “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived. “Request for Extension of Credit” means (a) with respect to a Borrowing of Loans (including Swing Line Loans) or the conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application. “Required Lenders” means, as of any date of determination, two or more Lenders (except to the extent only one Lender exists as of such date) having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Article VIII, Lenders holding in the aggregate more than 50% of the Revolving Obligations (including, in each case, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans); provided that the Revolving Commitment of, and the portion of the Revolving Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. “Responsible Officer” means the chief executive officer, chief financial officer, chief investment officer and the controller of any Credit Party. Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such
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REIT Conversion Merger means the merger of HMC with Host REIT or a wholly owned subsidiary thereof, and each outstanding share of HMC Common Stock being converted into the right to receive one Host REIT Share.
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REIT Conversion Merger shall have the meaning assigned to such term in the preliminary statement.
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REIT Conversion Merger has the meaning set forth in the Recitals.
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Related to REIT Conversion Merger

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • 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:

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

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

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

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

  • 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.

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

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

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

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

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

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Major conversion means a conversion of an existing ship:

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Default Conversion Price shall have the meaning set forth in Section 4(b).

  • Interest Conversion Rate means the lesser of (a) the Conversion Price or (b) 90% of the lesser of (i) the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Interest Payment Date or (ii) the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the date the applicable Interest Conversion Shares are issued and delivered if such delivery is after the Interest Payment Date.

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Fixed Conversion Rates means the Maximum Conversion Rate and the Minimum Conversion Rate.

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