Company Conversion definition

Company Conversion means the actions taken by the Company and its Subsidiaries in connection with Company’s qualification as a REIT, including without limitation, (y) separating from time to time all or a portion of its United States and international businesses into, as defined by the Code, taxable REIT subsidiaries (“TRS”) and/or qualified REIT subsidiaries (“QRS”) (it being understood that any such TRS and/or QRS shall remain Restricted Subsidiaries, as applicable, as prior to the Company Conversion) and (z) amending its charter to impose ownership limitations on the Company’s Capital Stock directly or indirectly by merging into a Wholly Owned Restricted Subsidiary of the Company.

Company Conversion means, together with related transactions, any 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, or any other direct or indirect incorporation of the assets and liabilities of the Company, including, 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 so long as any Class E Preferred Membership Interests remain outstanding any Company Conversion shall be subject to Section 12.7.

Company Conversion shall have the meaning specified in Section 13.03(a) (Company Conversion Right).

Examples of Company Conversion in a sentence

• The Commitment is solely for the benefit of LLC and GMAC and shall not inure to the benefit of any other Person (except on a Company Conversion (as defined in the GMAC LLC Agreement), to the successor corporation resulting from such Company Conversion).

• Until a Company Conversion or any other reclassification of the Company (whether voluntary or involuntary) into a “C” corporation for U.S. federal income tax purposes, each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such foregoing classification of the Company.

• The Company Conversion Notice shall (x) state the date on which the Company Conversion shall occur (the “Company Conversion Date”) which shall be no later than the thirtieth (30th) Business Day following the Company Conversion Notice Date and (y) state the aggregate Conversion Amount of the Bonds which the Company has elected to be subject to Company Conversion pursuant to this Section 3(d) on the Company Conversion Date.

• The Convertible Loan will mature and the aggregate principal amount outstanding and all accrued but unpaid interest shall be immediately due and payable on the earliest to occur of (a) the Final Maturity Date, (b) the date of the Optional Conversion Election, (c) a Mandatory Prepayment, (d) a Significant Event, (e) an Event of Default, and (f) a Company Conversion Election.

• In connection with the Voluntary Company Conversion, the Investor will execute and deliver to the Company all of the transaction documents related to the Voluntary Company Conversion as requested by the Company.

More Definitions of Company Conversion

Company Conversion means, together with related transactions, any 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, or any other direct or indirect incorporation of the assets and liabilities of the Company, including, 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.

Company Conversion means the actions taken by us and our Subsidiaries in connection with our qualification as a REIT, including without limitation, (y) separating from time to time all or a portion of our United States and international businesses into, as defined by the Code, taxable REIT subsidiaries (“TRS”) and/or qualified REIT subsidiaries (“QRS”) (it being understood that any such TRS and/or QRS shall remain Restricted Subsidiaries, as applicable, as prior to the Company Conversion) and (z) amending its charter to impose ownership limitations on our Capital Stock directly or indirectly by merging into a Wholly Owned Restricted Subsidiary of ours.

Company Conversion has the meaning set forth in Section 5.8(a).

Company Conversion means the conversion of this Note by the Company pursuant to Section 5.

Company Conversion means, together with related transactions, any 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, or any other direct or indirect incorporation of the assets and liabilities of the Company, including, 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 solong as any Class E Preferred Membership Interests remain outstanding any Company Conversion shall be subject to Section 12.7.

Company Conversion has the meaning set forth in Section 2.8 to this Agreement.

Company Conversion has the meaning set forth in the Recitals.