De-conversion Sample Clauses

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De-conversion. Upon termination of this Agreement, Q2 shall provide Customer with a copy of Customer’s data in a format used by Q2 for processing such data, provided that Customer is current in all payments of fees owed hereunder, and Customer has paid Q2 its “Estimated De-conversion Expenses”, defined as the personnel time, supplies, and other work required to be performed by Q2 associated with the de-conversion of Customer’s data. Customer agrees to pay Q2 at Q2’s rates then in effect for such services. Q2 shall make a good faith estimate of all of such costs, expenses, and charges, which shall not exceed $*********** for up to two (2) Q2eBanking files (one test file and one production file) which shall be paid by Customer in advance of the work being performed. The difference, if any, between the actual expenses and Estimated De-conversion Expenses shall be promptly paid upon receipt of Q2’s invoice.
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De-conversion. Upon Customer's request, following the termination or expiration of Customer's right to Use the Software, Phoenix shall assist Customer with the conversion of its data from its then current format into a generic format. Customer shall pay Phoenix on a time and materials basis for such assistance at its then current published rates for the Territory, plus Related Expenses.
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De-conversion. Fidelity shall provide de-conversion services for Customer upon: (i) Customer’s written request for such services and (ii) receipt of a signed non-disclosure agreement by Customer, new processing vendor and Fidelity. The information to be provided by Fidelity to Customer will include one (1) test set and one (1) live set of Customer's data files as of the date specified in writing by the Customer. Such test and live data files shall be in Fidelity's standard machine readable format along with any information as is reasonable and customary to enable Customer to de-convert from the Fidelity System such as trial balances for each application and pertinent system documentation. Requests for media or format other than that stated may be available for additional charges. The fees for such services shall be equal to Fidelity’s then current time and materials rates for de-conversion assistance, which is equal to the greater of ten thousand dollars ($10,000) or the last two (2) months fee for Data Processing Services as set forth herein. The fees and charges quoted are for the physical de-conversion and the coordination of such de-conversion from the Fidelity System and do not include the Termination Costs as outlined in Section 2.5 of the General Terms.
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De-conversion. Upon Customer's request, following the termination or expiration of Customer's right to Use the Software, SNI shall assist Customer with the conversion of its data from its then current format into a generic format of Customer's choice. Customer shall pay SNI on a time and materials basis for such assistance at its then current published rates for the Territory, plus Related Expenses.
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De-conversion. In the event that MCBL chooses another Technology partner to provide the services listed in this Schedule 3.2, Capitol agrees to work in good faith with MCBL in the conversion of the services from Capitol’s system to MCBL’s new system. Additionally, Capitol agrees to provide such reasonable assistance as requested by MCBL in furtherance of such conversion. The cost for any Capitol services used for the conversion will be separately negotiated between the parties. Cost incurred by Capitol from third-party conversion service provider will be reimbursed by MCBL within a reasonable time period after its receipt of such documentation. Upon the Conversion Date, Capitol agrees to maintain and/or deliver to Bank any and all pre-Effective Date data, materials and information related to Bank and its customers. The risk of loss of such data, materials and information, if delivered to Bank, shall remain with Capitol until delivered to Bank, at which point the Bank will assume such risk. Notwithstanding the above provision, in the event that an isolated system and/or process is not practicable to convert, or the parties otherwise agree not to convert a particular system and/or process, Capitol agrees to provide research services to the Bank at Capitol’s published research rates (not to exceed $35.00 per hour). Such systems and/or processes may include, but are not limited to, report storage/COLD storage archives, check archives and other record retention based systems. 1. Proof Transaction Capture. a. Image and balance transactions as they are presented into the Vertex teller system at each teller station. b. Centralized location for remote check processing operation for additional review, if needed, and host system posting and clearing. c. Retrieval of items via eVision.
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De-conversion. Within ten (10) business days of the termination or expiration of this Agreement, DEALER will provide CUSTOMER with a file(s), in accordance with the DEALER Software’s standard data export capability, containing the CUSTOMER Data. Any customization to the standard data export or file format will be charged at DEALER’s professional service rates at the then prevailing rate hereof. CUSTOMER shall bear its own out-of-pocket costs for non-DEALER Services required for migration of the CUSTOMER Data.
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Related to De-conversion

  • Mandatory Conversion Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

  • Casual Conversion A casual Employee, who has been engaged by the Employer on a regular and systematic basis for a period in excess of six-weeks, thereafter, will have their contract of employment converted to permanent employment unless otherwise agreed in writing between the parties. Regular and systematic shall be defined as an average of 4 days or more, per week, over 6 weeks. Eligible current employees will be transitioned to full time no later than 6 weeks from the date of approval of this agreement.

  • Optional Conversion To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

  • Settlement Upon Conversion The type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion. (i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number. (ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser. (iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion. (iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9. (v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system. (vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.

  • Manner of Conversion The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof, automatically shall be converted into and deemed to represent the right to receive (1) the aggregate number of shares of TCI Stock set forth on Annex I hereto and (2) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.