Conversion Transaction Sample Clauses

Conversion Transaction. The Company proposes to convert its outstanding ownership interests into shares of stock of Plum Creek Timber Company, Inc., a Delaware corporation (the "Corporation"), through the merger (the "Merger") of the Company with and into Plum Creek Acquisition Partners, L.P., a Delaware limited partnership (the "Operating Partnership"). Prior to the Merger, Manufacturing will form Plum Creek Manufacturing Holding Company, Inc. ("Holding") and will contribute a nominal amount to Holding in exchange for 96 percent of Holding's outstanding common stock (which will be non-voting stock), and management of the Company will purchase (the "Management Stock Purchase") the remaining 4 percent of such outstanding common stock (which will be voting stock). Manufacturing and Holding will then form four new Subsidiaries of Holding (the "New Subsidiaries"). Immediately prior to the Merger, Manufacturing will contribute an undivided 75 percent interest in substantially all of its assets (allocated in varying proportions) to the New Subsidiaries in exchange for 75 percent (valued on a fair market value basis at the time of transfer) of the outstanding capital stock of each of the New Subsidiaries (which stock will be non-voting preferred stock) and will contribute an undivided 25 percent interest in substantially all of its assets to Holding. Immediately thereafter, Holding will contribute such undivided 25 percent interest (allocated in the same proportion as Manufacturing's contribution of its undivided interest) to each of the New Subsidiaries in exchange for 25 percent (valued on a fair market value basis at the time of transfer) of the outstanding capital stock of each of the New Subsidiaries (which stock will be voting common stock). The formation of Holding and the New Subsidiaries and the issuance of the capital stock by such entities as described above is herein referred to as the "Facilities Subsidiary Reorganization." The contribution of assets of Manufacturing to Holding and the New Subsidiaries as described above is herein referred to as the "Manufacturing Asset Transfer". Immediately following the Merger, Marketing will become a subsidiary of Manufacturing, with 75 percent of the outstanding capital stock (which will be non-voting preferred stock) owned by Manufacturing and 25 percent of the outstanding capital stock (which will be voting common stock) owned by Holding (the "Marketing Stock Transfer"). In addition, it is proposed that Marketing will be released as ...

Conversion Transaction. 7 1.10 Tax-Free Reorganization.............................. 7 1.11 Ratification of Celestial Reverse Stock Split........ 8 1.12

Conversion Transaction. Prior to or upon consummation of a Listing Event involving a Conversion Transaction, this Agreement shall be replaced by a stockholders or other equity holder agreement (or agreements) executed by the Company Offeror and the Members containing terms and conditions substantially similar to those set forth herein, except that all references to the Units in this Agreement shall be deemed to refer to the corresponding class, series or tranche of equity securities into which the Units were converted or exchanged in such Conversion Transaction and all references to the Company herein shall be deemed to refer to the Company Offeror. The certificate of incorporation and by-laws or other equivalent organizational documents of the Company Offeror shall be in such form as is approved by the Members; provided that the Members may determine that the Members and their Permitted Transferees shall be issued high-vote shares sufficient to provide the Members and their Permitted Transferees voting control of the issuer or registrant in such Listing Event; provided further that the certificate of incorporation or equivalent organizational document of such Company Offeror shall contain a corporate opportunity provision acceptable to the Managing Member. The terms of any such stockholders or other equity holder agreement (or agreements) to be entered into among the Company Offeror and the Members in connection with a Conversion Transaction shall, to the extent practicable, replicate the provisions of this Agreement with respect to (i) management and other rights set forth in Article IV (except to the extent that any of the rights granted therein would be inconsistent with the requirements of any securities exchange on which the Company’s securities will be traded after the Listing Event, in which case the rights granted herein shall be replicated to the greatest extent practicable consistent with the requirements of such exchange), (ii) the exculpation and indemnification provisions set forth in Article XII and (iii) the amendment provisions set forth in Section 13.2, in each case, with appropriate modification to reflect the corporate structure of the Company Offeror.

Conversion Transaction. Prior to the Closing, the Company shall file with the Secretary of State of Florida an amendment to and/or restatement of the Company s Articles of Incorporation and shall take such other action as may be necessary to convert itself into a general business corporation in accordance with all applicable laws, rules and regulations.

Conversion Transaction. An ▇▇▇ transaction occurs when you authorize a one-time EFT from your account using information from a check. An ▇▇▇ can only be processed when it is authorized by you. You may initiate or receive credits or debits to your account through wire or ACH transfer.

Conversion Transaction. The conversion of all of the Convertible Debt into the Shares has been consummated or will be consummated immediately prior to the Closing (the "Conversion Transaction"). Upon the consummation of the Conversion Transaction, the Company will have no remaining obligation to the shareholder with respect to the Convertible Debt, whether financial or otherwise.

Conversion Transaction. On or prior to the Closing Date, the Shareholders and the Company shall file with the Secretary of State of Louisiana an amendment to and/or a restatement of the Company's Articles of Incorporation and shall take such other action as may be necessary to convert itself into a general business corporation.

Conversion Transaction. A conversion of Loans in the amount of $ .

Conversion Transaction. In connection with the consummation of a Qualified IPO, the Board may: (i) reorganize the Company into a corporation incorporated under the Laws of the State of Delaware or such other jurisdiction in such manner as the Board deems appropriate, efficient and in the best interests of the Company (and the Board shall use commercially reasonable efforts to effectuate such reorganization in a manner that is tax efficient for both the Company and its Members and the owners of such Members), subject to the requirements of this Section 9.1, including by way of conversion, merger, recapitalization, exchange or asset and liability transfer, in each case, giving effect to the same economic and voting rights contained in this Agreement after taking into consideration the structure of the Company and the Company’s Subsidiaries and their respective classes of securities (the transactions described in this clause (i) being referred to herein as a “Conversion Transaction”); (ii) cause the exchange of Units for shares of common stock or other equity securities of a holding company formed to hold all or substantially all of the assets of the Company’s Subsidiaries or any other Company Offeror that will be the issuer in such Qualified IPO; (iii) cause the treatment of the Class B Units in connection with such Qualified IPO as determined by the Company to be in accordance with the terms of the Applicable Class B Unit Agreements; or (iv) take any such other action as the Board may determine in good faith to create an appropriate vehicle to effectuate a Qualified IPO.