Agreement to Convert. (a) Within five (5) Business Days (as defined in the Company LLC Agreement) of the date of this Agreement, the Company shall, pursuant to and in accordance with Section 5.12(b)(ix)(A) of the Company LLC Agreement, mail to the Unitholder a notice of the Series A Change of Control Offer (as defined in the Company LLC Agreement) (the “Notice”).
(b) The Unitholder agrees that, as soon as reasonably practicable after receipt from the Company of the Notice, the Unitholder shall notify the Company in writing of, and shall not revoke, its election to have any and all Preferred Units held by the Unitholder converted as of immediately prior to the Effective Time into Conversion Units (as defined in the Company LLC Agreement) as set forth in the Notice and otherwise in accordance with the terms and conditions of Section 5.12(b)(ix) of the Company LLC Agreement such that (i) the 12,897,029 Preferred Units outstanding as of the date hereof shall be converted into an aggregate of 14,186,731 Common Units and (ii) any Preferred Units issued as PIK Units after the date hereof (which PIK Units shall be issued as of the close of business on the record date for the distribution of such PIK Units) shall be converted into a number of Common Units equal to the product of (A) one hundred and ten percent (110%) and (B) the number of Preferred Units so issued as PIK Units. The parties hereto acknowledge and agree that upon the issuance of the Conversion Units to the Unitholder, all rights under the converted Owned Units shall cease and the Unitholder shall be the record holder of the Conversion Units.
(c) Notwithstanding the foregoing, the parties hereto agree that if the Merger Agreement is terminated without the consummation of the Merger pursuant to its terms, the election to convert contemplated hereby shall be deemed not to have been made and shall be deemed void ab initio. The Unitholder hereby acknowledges that the transactions contemplated by the Merger Agreement constitute a Series A Change of Control (as defined in the Company LLC Agreement).
Agreement to Convert. HIG agrees to convert its 100,000 shares of Preferred Stock in return for 650,000 shares of Common Stock, and hereby delivers to LTC HIG's stock certificates representing the Preferred Stock.
Agreement to Convert. (a) To the extent a Shareholder desires to Transfer any Shares to someone other than a Permitted Transferee, such Shareholders shall first convert such Shares into shares of Common Stock in accordance with the Company’s Charter and shall be free thereafter to Transfer such shares of Common Stock to any such party without restriction or limitation hereunder.
(b) To the extent a Shareholder has entered into a Pre-Existing Arrangement prior to the date of this Agreement, such Shareholder agrees to exercise reasonable good faith efforts to cause any such Shares subject to such Pre-Existing Arrangement to be converted into Common Stock in accordance with the Company’s Charter prior to disposition of any such collateral by the counter party to such Pre-Existing Arrangement to any person other than a Permitted Transferee.
Agreement to Convert. Each Class B Holder (other than Holdco) agrees that from and after the Threshold Date, on the first date (the "Specified Date") that such Class B Holder together with its applicable Family Group cease to hold of record, in the aggregate, at least their Threshold Number of shares of Class B Stock, such Class B Holder (together with its applicable Family Group) (x) shall Transfer any shares of Class B Stock held of record by such Class B Holder to any other Class B Holder who (together with its applicable Family Group) at the Specified Date continues to hold of record at least such other Class B Holder's Threshold Number of shares of Class B Stock and who exercises its right of first offer, in accordance with the right of first offer provisions of the Class B Stockholder Agreement, and (y) following compliance with the right of first offer provisions of the Class B Stockholder Agreement, shall immediately convert the remaining shares of Class B Stock held of record by it (and its applicable Family Group) not so Transferred in accordance with clause (x) above to Class A Stock in accordance with the Charter; provided, however, that if any applicable Class B Holder (or Family Group member) shall fail to surrender such Class B shares for conversion as so required by the close of business on the Business Day following such compliance, the Company on behalf of such holder (or Family Group member) shall cause such conversion to occur as of such date, and each party hereto consents to treating such Class B shares as having been surrendered for conversion in accordance with Section 2(f) of Article IV of the Charter as of such date.
Agreement to Convert. Subject to the terms of this Conversion Agreement, the undersigned investor (the “Investor”) agrees to convert (the “Conversion”) 50,000 shares (the “Converted Preferred Stock”) of Preferred Stock of The Cheesecake Factory Incorporated, a Delaware corporation (the “Company”) that it beneficially owns into shares (the “Conversion Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), together, if applicable, with cash in lieu of any fractional share, in accordance with the Section 10(b) of the Certificate of Designations governing the Preferred Stock (the “Certificate of Designations”). The parties acknowledge and agree that, upon consummation of the Conversion, the Investor shall hold no further shares of Preferred Stock and no shares of Common Stock except for those shares of Common Stock that will be received as a result of the Conversion.
Agreement to Convert. Reference is made to (a) that certain Holder Voting Agreement by and among the Company, DST and Xxxx Xxxxxxxxxx, dated as of May 26, 2009, as may be amended from time to time (the “DST Voting Agreement”) and (b) that certain Holder Voting Agreement by and among the Company, DSTG and Xxxx Xxxxxxxxxx, dated as of September 25, 2009, as may be amended from time to time (the “DSTG Voting Agreement”). In the event that either the DST Voting Agreement or the DSTG Voting Agreement is terminated pursuant to either Section 7.1(d) or Section 7.1(e) thereof (each a “Termination Event”), DST and DSTG hereby agree that this Agreement shall constitute notice to the Company that contingent upon and effective as of such Termination Event all shares of the Company’s Class B Common Stock held at the time of such Termination Event by DST, DSTG and/or any of their respective affiliates shall automatically (without any further action on the part of DST, DSTG and/or any of their respective affiliates) convert into shares of the Company’s Class A Common Stock pursuant to the Optional Conversion Provision. In addition, upon such Termination Event, DST, DSTG and/or any of their respective affiliates shall promptly deliver to the Company the stock certificates representing all shares of the Company’s Class B Common Stock to be converted pursuant to the Optional Conversion Provision in accordance with this Section 2.
Agreement to Convert. Holder hereby agrees to convert the Debt into shares of the Company's Common Stock at the conversion rate of one (1) share of Common Stock for every $0.004 dollars of Debt (with any fractional amount rounded to the nearest whole, and; the Company hereby agrees to issue the shares of its Common Stock to the Holder to convert the Debt into that number of shares of its Common Stock as set forth in Exhibit A attached hereto. The Company hereby further agrees to issue a certificate representing the shares of its Common Stock in the name of Holder as soon as practicable following the execution and delivery of this Agreement.
Agreement to Convert. If the Offer is consummated in accordance with its terms and the Company purchases any Shares but does not purchase all of the Stockholder's Shares, the Stockholder will take all actions required to exercise his right to convert his Shares that represent Class B Common Stock into Shares that represent Class A Common Stock, effective on or before the first Business Day after the Closing Date.
Agreement to Convert. Subject to Section 3 of this Agreement, pursuant to and accordance with the Amendment, I agree that each of my shares of Jersey Preferred Stock (except for shares of my Jersey Preferred Stock which I have previously converted) shall immediately prior to the Effective Time automatically be converted into .8695 shares of Jersey Common Stock. I understand that I will not receive any fractional share resulting from such conversion, but in lieu thereof, you will pay me a sum equal to the Average Closing Price multiplied by such fraction of a whole share of Jersey Common Stock.
Agreement to Convert. In consideration for 188,572 shares of Ligand common stock (the "Incentive Shares") to be issued by Ligand to EIS, an affiliate of Monksland, at the request of Monksland, and subject to the terms and conditions of this Agreement, Monksland hereby agrees to convert the Note under its terms and conditions as of the date hereof. Also, at the request of Monksland, the shares to be issued by Ligand upon conversion of the Note shall be issued to EIS at the request of Monksland.
