Statutory Conversion definition

Statutory Conversion means the conversion of the Company to a corporation pursuant to Section 265 of the Delaware General Corporation Law.
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Statutory Conversion a conversion of a Person (the “Pre-Conversion Entity”) such that, when such conversion is effected, under the laws of the jurisdiction of formation of the Person to which the Pre-Conversion Entity has converted (such second Person, the “Post-Conversion Entity”) (a) the Post-Conversion Entity shall be organized or existing under the laws of one of the United States and shall be deemed to be the same legal entity as the Pre-Conversion Entity and the conversion shall constitute a continuation of the existence of the Pre-Conversion Entity in the form of the Post-Conversion Entity, (b) the conversion shall not be deemed to affect any obligations or liabilities of the Pre-Conversion Entity incurred prior to its conversion, (c) all of the rights, privileges and powers of the Pre-Conversion Entity, and all property, real, personal and mixed, and all debts due to the Pre-Conversion Entity, as well as all other things and causes of action belonging to the Pre-Conversion Entity, shall remain vested in the Post-Conversion Entity and shall be the property of the Post-Conversion Entity, and the title to any real property vested by deed or otherwise in the Pre-Conversion Entity shall not revert or be in any way impaired by reason of the conversion, (d) all rights of creditors and all Liens upon any property of the Pre-Conversion Entity shall be preserved unimpaired, and all debts, liabilities and duties of the Pre-Conversion Entity shall remain attached to the Post-Conversion Entity, and may be enforced against the Post-Conversion Entity to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it, and (e) the conversion shall not be deemed to constitute a dissolution of the Pre-Conversion Entity; and Agent shall have received a legal opinion in form and substance reasonably satisfactory to Agent with respect to (i) the due authorization of the conversion by the Pre-Conversion Entity, (ii) the corporate (or equivalent) power and authority of the Pre-Conversion Entity to effect the conversion, and (iii) the matters described in clauses (a) and (e) above. “Sterling” - the lawful currency of the United Kingdom.
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Statutory Conversion means the conversion of New CCNB from a Delaware limited liability company to a Delaware corporation, in accordance with Section 265 of the DGCL and Section 18-216 of the DLLCA, on the business day prior to the Closing.
Sample 1

Examples of Statutory Conversion in a sentence

  • We may observe, however, that each part begins with a single moment of “love,” and each moment is related to the equivalent of Beatrice, though they vary.

  • Each Member holding Units shall take all necessary or desirable actions in connection with the consummation of the Approved Sale or Statutory Conversion as requested by the Board.

  • First, the court entered an order granting defendants’ motion as to two of plaintiff’s claims, Breach of Implied Covenants (Count II) and Statutory Conversion (Count VI).

  • COUNT VIIISupplemental State Law Claim – Statutory Conversion Under M.C.L. § 600.2919a (against Defendants Leland, Sabree, City of Detroit, and Detroit Land Bank Authority).

  • Despite plaintiff’s “demand,” Zachary Trost has not paid any of the “show/business debts” and has refused to return plaintiff’s “property.” Id. at ¶¶ 43-44.Based on these allegations, plaintiff’s amended complaint seeks seven “claims for relief”: (I) Breach of Contract; (II) Breach of Implied Covenants; (III) Fraud - Intentional Misrepresentation; (IV) Rescission; (V) Common Law Conversion; (VI) Statutory Conversion -M.C.L. § 600.2919a; and (VII) Injunctive Relief.

  • Upon the consummation of such Statutory Conversion, the Company, and/or any Subsidiary Guarantor, as applicable, as so converted, shall, without further action and in accordance herewith and under applicable law, continue to have all of the obligations, rights and duties under the Indenture and the Notes of the Company or such Subsidiary Guarantor, as applicable, all without modification, amendment or supplement of any kind, and all as if it were the original signatory thereto.

  • The Company and/or any Subsidiary Guarantor may at any time effect a Statutory Conversion.

  • Immediately after the First Getty Merger, Legacy Getty merged with and into G Merger Sub 2 with G Merger Sub 2 surviving the merger as an indirect wholly-owned subsidiary of the Company (the “Second Getty Merger” and together with the First Getty Merger, the “Getty Mergers” and, together with the Statutory Conversion and the Domestication Merger, the “Business Combination”).

  • It has to be in tune with the needs and circumstances of the people.

  • Bruce Emmons, President of AK, for Breach of Contract, Unjust Enrichment, Promissory Estoppel, Conversion and Statutory Conversion.

Related to Statutory Conversion

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

  • Mandatory Conversion Notice has the meaning set forth in Section 4.7.C hereof.

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

  • 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.

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

  • Optional Conversion means the conversion of any Convertible Preferred Stock other than a Mandatory Conversion.

  • Major conversion means a conversion of an existing ship:

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the twenty (20) consecutive Trading Days immediately following the applicable Installment Date (each such period, a "Company Conversion Measuring Period"). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock the applicable such Company Conversion Measuring Period.

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

  • Certificate of Conversion means the certificate of conversion converting the Company’s prior partnership into the Company filed with the office of the Secretary of State of the State of Delaware on March 2, 2000.

  • 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:

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

  • 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.

  • 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.

  • 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.

  • 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 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.

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

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

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding, (b) accrued but unpaid dividends and (c) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

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

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

  • Daily Conversion Value means, for each of the 40 consecutive Trading Days during the relevant Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP on such Trading Day.