Entity Conversion definition

Entity Conversion means, individually or collectively as the context may indicate, the conversion under the general corporate law of the state of Delaware or Alabama, as applicable, of (a) United States Pipe and Foundry Company, Inc., an Alabama corporation, into United States Pipe and Foundry Company, LLC, an Alabama limited liability company, (b) ▇▇▇▇▇▇▇ Water Products, Inc, a Delaware corporation, into ▇▇▇▇▇▇▇ Water Products, LLC, a Delaware limited liability company, and (c) ▇▇▇▇▇▇▇ Group, Inc., a Delaware corporation, into ▇▇▇▇▇▇▇ Group, LLC, a Delaware limited liability company.
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Entity Conversion means conversion. A certificate of entity conversion is the same as a certificate of conversion.
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Entity Conversion means the entity conversion of the Company from a stock company (kabushiki kaisha) into a limited liability company (godo kaisha) under the Companies Act effective as of October 22, 2012.
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Examples of Entity Conversion in a sentence

  • Effective December 28, 2015, the Company was converted from a Virginia corporation to a single-member Virginia limited liability company by the filing of the Articles of Entity Conversion that effected the conversion in the office of the Secretary of State of the Commonwealth of Virginia (the “Articles of Entity Conversion”).

  • Prior to the Entity Conversion, no New Delaware LLC has owned any material property or asset, had any material liability or obligation other than becoming a guarantor under the Senior Subordinated Note Indenture in accordance with the terms thereof, or conducted any business of any kind, other than its own formation and entering into documents effecting the foregoing.

  • The Administrative Agent shall have received from the Borrower, each Holding Company and each Guarantor (after giving effect to the Entity Conversion), a secretary’s certificate as to and attaching the organizational documents and incumbency of officers of such Person and authorization of such Person to execute and deliver this Amendment and the documents relating to the Private Equity Issuance, the Holdings Merger, the Entity Conversion and the Alta Repayment to which such Person is a party.

  • The Administrative Agent shall have received a confirmation, in the form attached hereto as Exhibit B, by the Guarantors (after giving effect to the Entity Conversion).

  • The Administrative Agent shall have received such UCC-1 and UCC-3 financing statements and amendments as it shall reasonably require, and the certificates evidencing the membership interests of the Subsidiaries of the Borrower (after giving effect to the Entity Conversion), duly endorsed in blank, pursuant to Section 6.9 of the Term Loan Agreement.

  • The Administrative Agent shall have received such UCC-1 and UCC-3 financing statements and amendments as it shall reasonably require, and the certificates evidencing the membership interests of the Subsidiaries of the Borrower (after giving effect to the Entity Conversion), duly endorsed in blank, pursuant to Section 6.10 of the Credit Agreement.

  • There are no events which would result in any change, suspension, invalidity, cancellation, or refusal of renewal of any Business License and, to the Knowledge of the Seller Group, there are no threats of the occurrence of such events (except for the Merger and the reporting duties arising in connection with the Entity Conversion as shown in Schedule 4.4).

  • Neither the Seller Group nor the Company is required to obtain any Licenses in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby, except for the reporting duties in connection with the Entity Conversion as set out in Schedule 4.4.

  • The Company (i) executed and filed Articles of Incorporation with the Virginia State Corporation Commission at the time of its initial incorporation and (ii) executed and filed Articles of Entity Conversion, a Plan of Entity Conversion and Articles of Organization with the Virginia State Corporation Commission as required by the Act on August 17, 2013.

  • The Subordination Agreement shall terminate on the 91st day after the receipt by the Purchasers of the Payoff Amount, so long as no Reorganization (as defined in the Subordination Agreement) proceeding has been initiated prior to such 91st day, without any further action by any Person (it being understood that the Merger and the Entity Conversion (as defined below) shall not, in any event, be deemed to be Reorganization proceedings).


More Definitions of Entity Conversion

Entity Conversion means the conversion of CPC from a limited liability company to a corporation pursuant to Section 9.04 of the LLC Agreement.
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Entity Conversion means the conversion of Holdco from a limited liability company to a corporation pursuant to Section 9.01 of the Operating Agreement.
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Entity Conversion shall have the meaning assigned to such term in the Investment Agreement, as in effect on the date of the Private Equity Issuance.
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Entity Conversion shall have the meaning set forth in Section 3.07.
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Entity Conversion means, individually or collectively as the context may indicate, the conversion under the general corporate law of the state of Delaware or Alabama, as applicable, of (a) United States Pipe and Foundry Company, Inc., an Alabama corporation, into United States Pipe and Foundry Company, LLC, an Alabama limited liability company, (b) Mueller Water Products, Inc, a Delaware corporation, into Mueller Water Products, LLC, a Delaware limited liability company, and (c) Mueller Group, Inc., a Delaware corporation, into Mueller Group, LLC, a Delaware limited liability company.
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Entity Conversion means, collectively, the Company’s (a) conversion from a Delaware corporation to a Delaware limited liability company and (b) change in name from “Pacific Ethanol Pekin, Inc.” to “Pacific Ethanol Pekin, LLC”.
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Related to Entity Conversion

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

  • 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.

  • Mandatory Conversion Notice shall have the meaning ascribed to it in Section 4.01(b)(ii) hereof.

  • Conversion Plan shall have the meaning given to such term in Section 2.05 of this Agreement.

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