Agreement And Plan Of Conversion

(2) The competence of the organization of the transformed unit and the converted capital company and the name of the unit transformed after conversion. (c) If the company becomes a general or commercial company or a limited liability corporation, the conversion plan is approved by any shareholder, in addition to the shareholder agreement under Subdivision (b) of any shareholder who becomes a general partner or manager under the conversion plan, unless the shareholders have derogatory rights within the meaning of Section 1159 and Chapter 13 (from Section 1300). The Taberna Funds indicate that their invocation of the subordination agreement is the reason why they did not challenge the conversion agreement (suggesting that they were aware of the conversion agreement and denied an allegation that such an agreement had been ignored). « ). (a) A capital company that wishes to be transformed into another national entity approves a conversion plan.  The conversion plan must specify all the following provisions: 4. The provisions of the administrative file of the transformed company, including company or company articles relating to organisational and enterprise agreements, to which the holders of shares in the transformed company are bound. (g) the transformed company executes the conversion plan (1) at the headquarters of the transformed company; if the transformed entity is a national corporation, or (2) the organization for which the registrations covered in Section 15901.11 must be kept, if the transformed unit is a national limited partnership, or the organization for which the records covered in Section 17701.13 must be kept if the transformed unit is a national limited company.  At the request of a shareholder of a company entitled to the conversion, the person mandated, on behalf of the transformed company, immediately provides a copy of the conversion plan to the shareholder at the expense of the transformed company.  The waiver of a shareholder from the rights provided in this subdivision is not applicable.

b) The conversion plan is approved by the Conversion Company`s Board of Directors (section 151) and the main terms of the conversion plan are approved by the outstanding shares (section 152) of each class of the company in conversion.  Approval of outstanding shares may be granted before or after approval by the Board of Directors.  Notwithstanding the above, the conversion of outstanding shares (section 152) of this conversion company is permitted when a conversion share (section 152) of that conversion company, notwithstanding the above, is approved by jabem Stimmemen of each class or a larger voice, if necessary in the articles; (f) A conversion plan may be abandoned by the board of directors of a conversion company or by the shareholders of a company entitled to the conversion if the abandonment is approved by the current shares, in the manner necessary to approve the conversion plan necessary to approve the conversion plan. , subject to the contractual rights of third parties, at any time prior to the conversion`s entry into force. (e) Notwithstanding the prior agreement of the Board of Directors and their outstanding shares or any of these shares, a conversion plan may be modified prior to an effective conversion if the amendment is approved by the Board of Directors and, if it changes one of the main conditions of the conversion plan, it is amended by the shareholders of the converted shares in the same manner and to the extent necessary for the approval of the original conversion plan.