Second-Step Conversion definition

Second-Step Conversion means the conversion and reorganization of Atlantic Coast Federal, MHC, the Company and the Bank from a mutual holding company structure to a fully public ownership structure.
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Examples of Second-Step Conversion in a sentence

  • Notwithstanding anything to the contrary contained herein, this Agreement shall be subject to the consummation of the Second-Step Conversion, and shall become effective as of the Effective Date as defined in the Plan of Conversion and Reorganization of FFBW, MHC (which for purposes of this Agreement shall be referred to as the “Plan of Conversion”).

  • Notwithstanding anything herein to the contrary, a Second-Step Conversion shall not be deemed a Change in Control.

  • Notwithstanding anything in this subsection to the contrary, a change in control shall not be deemed to have occurred upon the Second-Step Conversion of the MHC, or in connection with any reorganization used to effect such a conversion.

  • Any Participant who has at least 240 full months of service, whether continuous or otherwise, may receive such annual benefit for the Benefit Period upon Separation from Service prior to age of 65 provided that the Separation from Service follows a Second-Step Conversion.

  • Participants shall vest in their benefits under this Plan upon the earliest to occur of the date (i) Atlantic Coast Federal, MHC completes a Second-Step Conversion (as defined below), (ii) of a Change in Control, (iii) the Participant dies pursuant to Section 2.2, or (iv) the Plan Administrator, in its sole discretion, accelerates vesting.

  • It is expressly understood by Executive that there can be no assurance when, if ever, the Second-Step Conversion will be completed and Executive acknowledges and agrees that the payment of the accrued Base Salary is expressly conditioned upon completion of the Second-Step Conversion.

  • The Company’s dividend capacity will be enhanced by the Second-Step Conversion and resulting increase in capital.

  • Notwithstanding anything herein to the contrary, a Change in Control shall not be deemed to have occurred in connection with the Second-Step Conversion and Offering.

  • Notwithstanding anything to the contrary contained herein, this Agreement shall be subject to the consummation of the Second-Step Conversion, and shall become effective as of the date of the consummation of the Second-Step Conversion and related Offering.

  • In the event the Second-Step Conversion and/or Offering does not occur for any reason, or in the event Executive is not an employee of the Bank as of the Effective Date, this Agreement shall automatically terminate and become null and void.

Related to Second-Step Conversion

  • 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.

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

  • 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.

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

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

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

  • 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:

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

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

  • Major conversion means a conversion of an existing ship:

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

  • 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);

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

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

  • 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.

  • 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.

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

  • 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.

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

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

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

  • Judgment Conversion Date as defined in subsection 10.8(a).

  • Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto.

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

  • 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.