Common use of BRG Class A Conversion Right Clause in Contracts

BRG Class A Conversion Right. During the Conversion Period and for so long as BRG holds Class A Units in the Company, BRG shall have the right to convert all, but not less than all, of its Class A Units into Class B Units in accordance with this Section 10.4. (a) During the Conversion Period, and so long as BRG then holds a Majority of the Class A Membership Interests, BRG may deliver a notice to the Company (a “Conversion Notice”) indicating that BRG is exercising its conversion right under this Section 10.4. From and after the date of the Company’s receipt of the Conversion Notice (the “Receipt Date”), Current Class A Return and Priority Class A Return shall cease to accrue on BRG’s Net Capital Contributions to the Company; however, BRG shall retain all other rights of a Class A Member until the Conversion Date. (b) Within one (1) day of the date of the Receipt Date of the Conversion Notice, the Company shall simultaneously issue to BRG a number of Class B Units as determined in accordance with Section 10.4(c) below (the “Conversion Units”), cancel all of BRG’s Class A Units, and return to BRG any remaining funds in the Class A Preferred Reserve. The date of such issuance, cancellation and return of funds shall be referred to in this Agreement as the “Conversion Date.” From and after the Conversion Date, BRG shall cease to be a Class A Member and, if not previously admitted as a Class B Member, shall be admitted as a Class B Member with no further action required by the Company, the Manager or the Members. The Manager shall amend Schedule I as of the Conversion Date to reflect the conversion, including but not limited to an updated enumeration of all Class B Units and Membership Interests as of the Conversion Date. (c) The number of Conversion Units to be issued to BRG on the Conversion Date shall equal the number of Class B Units that would cause the Class B Membership Interest acquired by BRG pursuant to this Section 10.4 to hold a proportional eighty seven percent (87.0%) Class B Membership Interest and a Capital Account in an amount equal to the same proportion. The foregoing conversion ratio assumes the Members have fully funded their respective initial Capital Contributions, that the Class A Capital Commitment has been fully funded, that the Project was developed and funded as provided in the Project Budget, that Additional Capital Contributions have been made by the Class B Members as projected, and that all Current Class A Returns and Priority Class A Returns have been paid. In the event that the Class B Members’ Capital Contributions were substantially more than projected, the Members will confer and in good faith determine a commensurate conversion ratio.

BRG Class A Conversion Right. During the Conversion Period and for so long as BRG holds Class A Units in the Company, BRG shall have the right to convert all, but not less than all, of its Class A Units into Class B Units in accordance with this Section 10.4. (a) During the Conversion Period, and so long as BRG then holds a Majority of the Class A Membership Interests, BRG may deliver a notice to the Company (a “Conversion Notice”) indicating that BRG is exercising its conversion right under this Section 10.4. From and after the date of the Company’s receipt of the Conversion Notice (the “Receipt Date”), Current Class A Return and Priority Class A Return shall cease to accrue on BRG’s Net Capital Contributions to the Company; however, BRG shall retain all other rights of a Class A Member until the Conversion Date. (b) Within one (1) day of the date of the Receipt Date of the Conversion Notice, the Company shall simultaneously issue to BRG a number of Class B Units as determined in accordance with Section 10.4(c) below (the “Conversion Units”), cancel all of BRG’s Class A Units, and return to BRG any remaining funds in the Class A Preferred Reserve. The date of such issuance, cancellation and return of funds shall be referred to in this Agreement as the “Conversion Date.” From and after the Conversion Date, BRG shall cease to be a Class A Member and, if not previously admitted as a Class B Member, shall be admitted as a Class B Member with no further action required by the Company, the Manager or the Members. The Manager shall amend Schedule I as of the Conversion Date to reflect the conversion, including but not limited to an updated enumeration of all Class B Units and Membership Interests as of the Conversion Date. (c) The number of Conversion Units to be issued to BRG on the Conversion Date shall equal be determined by the number of Class B Units that would cause the Class B Membership Interest acquired by BRG pursuant to this Section 10.4 to hold a proportional eighty seven percent (87.0%) Class B Membership Interest and a Capital Account Members in an amount equal to the same proportiongood faith. The foregoing conversion ratio assumes shall assume the Members have fully funded their respective initial Capital Contributions, that the Class A Capital Commitment has been fully funded, that the Project was developed and funded as provided in the Project Budget, that Additional Capital Contributions shall have been made by the Class B Members as projected, and that all Current Class A Returns and Priority Class A Returns shall have been paid. In the event that the Class B Members’ Capital Contributions were substantially more than projected, the Members will confer and in good faith determine a commensurate conversion ratio.

BRG Class A Conversion Right. During the Conversion Period and for so long as BRG holds Class A Units in the Company, BRG shall have the right to convert all, but not less than all, of its Class A Units into Class B Units in accordance with this Section 10.4. (a) During the Conversion Period, and so long as BRG then holds a Majority of the Class A Membership Interests, BRG may deliver a notice to the Company (a “Conversion Notice”) indicating that BRG is exercising its conversion right under this Section 10.4. From and after the date of the Company’s receipt of the Conversion Notice (the “Receipt Date”), Current Class A Return and Priority Class A Return shall cease to accrue on BRG’s Net Capital Contributions to the Company; however, BRG shall retain all other rights of a Class A Member until the Conversion Date. (b) Within one ten (110) day days of the date of the Receipt Date receipt of the Conversion Notice, the Company shall simultaneously issue to BRG a number of Class B Units equal to the Conversion Amount, as determined in accordance with Section 10.4(c) below (the “Conversion Units”), cancel all of BRG’s Class A Units, and return to BRG any remaining funds in the Class A Preferred Reserve. The date of such issuance, cancellation and return of funds shall be referred to in this Agreement as the “Conversion Date.” From and after the Conversion Date, BRG shall cease to be a Class A Member and, if not previously admitted as a Class B Member, shall be admitted as a Class B Member with no further action required by the Company, the Manager or the Members. The Manager shall amend Schedule I as of the Conversion Date to reflect the conversion, including but not limited to an updated enumeration of all Class B Units and Membership Interests as of the Conversion Date. (c) The number of Conversion Units to be issued to BRG on the Conversion Date shall equal the number of Class B Units that would cause the Class B Membership Interest acquired by BRG pursuant to this Section 10.4 to hold a proportional eighty seven eighteen and one-half percent (87.018.5%) Class B Membership Interest and a Capital Account in an amount equal to the same proportion. The foregoing conversion ratio assumes the Members have fully funded their respective initial Capital Contributions, that the Class A Capital Commitment has been fully funded, that the Project was developed developed, leased-up and funded as provided in the Project Budget, that Additional Capital Contributions have been made by the Class B Members as projected, and that all Current Class A Returns and Priority Class A Returns have been paid. In the event that the Class B Members’ Capital Contributions were substantially more than projected, the Members will confer and in good faith determine a commensurate conversion ratio.

BRG Class A Conversion Right. During the Conversion Period and for so long as BRG holds Class A Units in the Company, BRG shall have the right to convert all, but not less than all, of its Class A Units into Class B Units in accordance with this Section 10.4. (a) During the Conversion Period, and so long as BRG then holds a Majority of the Class A Membership Interests, BRG may deliver a notice to the Company (a “Conversion Notice”) indicating that BRG is exercising its conversion right under this Section 10.4. From and after the date of the Company’s receipt of the Conversion Notice (the “Receipt Date”), Current Class A Return and Priority Class A Return shall cease to accrue on BRG’s Net Capital Contributions to the Company; however, BRG shall retain all other rights of a Class A Member until the Conversion Date. (b) Within one (1) day of the date of the Receipt Date of the Conversion Notice, the Company shall simultaneously issue to BRG a number of Class B Units as determined in accordance with Section 10.4(c) below (the “Conversion Units”), cancel all of BRG’s Class A Units, and return to BRG any remaining funds in the Class A Preferred Reserve. The date of such issuance, cancellation and return of funds shall be referred to in this Agreement as the “Conversion Date.” From and after the Conversion Date, BRG shall cease to be a Class A Member and, if not previously admitted as a Class B Member, shall be admitted as a Class B Member with no further action required by the Company, the Manager or the Members. The Manager shall amend Schedule I as of the Conversion Date to reflect the conversion, including but not limited to an updated enumeration of all Class B Units and Membership Interests as of the Conversion Date. (c) The number of Conversion Units to be issued to BRG on the Conversion Date shall equal the number of Class B Units that would cause the Class B Membership Interest acquired by BRG pursuant to this Section 10.4 to hold a proportional eighty seven seventy one and one-half percent (87.071.5%) Class B Membership Interest and a Capital Account in an amount equal to the same proportion. The foregoing conversion ratio assumes the Members have fully funded their respective initial Capital Contributions, that the Class A Capital Commitment has and Class B Capital Commitment have been fully funded, that the Project was developed and funded as provided in the Project Budget, that Additional Capital Contributions have been made by the Class B Members as projected, and that all Current Class A Returns and Priority Class A Returns have been paid. In the event that the Class B Members’ Capital Contributions were substantially more than projected, the Members will confer and in good faith determine a commensurate conversion ratio.

BRG Class A Conversion Right. During the Conversion Period and for so long as BRG holds Class A Units in the Company, BRG shall have the right to convert all, but not less than all, of its Class A Units into Class B Units in accordance with this Section 10.4. (a) During the Conversion Period, and so long as BRG then holds a Majority of the Class A Membership Interests, BRG may deliver a notice to the Company (a “Conversion Notice”) indicating that BRG is exercising its conversion right under this Section 10.4. From and after the date of the Company’s receipt of the Conversion Notice (the “Receipt Date”), Current Class A Return and Priority Class A Return shall cease to accrue on BRG’s Net Capital Contributions to the Company; however, BRG shall retain all other rights of a Class A Member until the Conversion Date. (b) Within one (1) day of the date of the Receipt Date of the Conversion Notice, the Company shall simultaneously (i) redeem all then-issued Class B Membership Interests for the Class B Redemption Consideration, (ii) issue to BRG a number of one (1) new Class B Units as determined in accordance with Section 10.4(c) below Unit representing ownership of 100% of the Company (the “Conversion UnitsUnit”), cancel all of BRG’s Class A Units, and (iii) return to BRG any remaining funds in the Class A Preferred ReserveReserve and (iv) cancel all of BRG’s Class A Units. The date of such redemption, issuance, cancellation and return of funds and cancellation shall be referred to in this Agreement as the “Conversion Date.” From and after the Conversion Date, BRG shall cease to be a Class A Member and, if not previously admitted as a Class B Member, but shall be admitted as a the sole Class B Member of the Company, with no further action required by the Company, the Manager or the Members. The Manager shall amend Schedule I as of the Conversion Date to reflect the conversion, including but not limited to an updated enumeration of all Class A Units, Class B Units and Membership Interests as of the Conversion Date. (c) The number of Conversion Units to be issued to BRG on the Conversion Date shall equal the number of Class B Units that would cause the Class B Membership Interest acquired by BRG pursuant to this Section 10.4 to hold a proportional eighty seven percent (87.0%) Class B Membership Interest and a Capital Account in an amount equal to the same proportion. The foregoing conversion ratio assumes the Members have fully funded their respective initial Capital Contributions, that the Class A Capital Commitment has been fully funded, that the Project was developed and funded as provided in the Project Budget, that Additional Capital Contributions have been made by the Class B Members as projected, and that all Current Class A Returns and Priority Class A Returns have been paid. In the event that the Class B Members’ Capital Contributions were substantially more than projected, the Members will confer and in good faith determine a commensurate conversion ratio[reserved].

BRG Class A Conversion Right. During the Conversion Period and for so long as BRG then holds Class A Units in the Company, BRG shall have the right to convert all, but not less than all, of its Class A Units into Class B Units in accordance with this Section 10.4. (a) During the Conversion Period, and so long as BRG then holds a Majority of the Class A Membership Interests, BRG may deliver a notice to the Company (a “Conversion Notice”) indicating that BRG is exercising its conversion right under this Section 10.4. From and after the date of the Company’s receipt of the Conversion Notice (the “Receipt Date”), Current Class A Return and Priority Class A Return shall cease to accrue on BRG’s Net Capital Contributions to the Company; however, BRG shall retain all other rights of a Class A Member until the Conversion Date. (b) Within one ten (110) day days of the date of the Receipt Date receipt of the Conversion Notice, the Company shall simultaneously issue to BRG a number of Class B Units equal to the Conversion Amount, as determined in accordance with Section 10.4(c) below (the “Conversion Units”), cancel all of BRG’s Class A Units, and return to BRG any remaining funds in the Class A Preferred Reserve. The date of such issuance, cancellation and return of funds shall be referred to in this Agreement as the “Conversion Date.” From and after the Conversion Date, BRG shall cease to be a Class A Member and, if not previously admitted as a Class B Member, shall be admitted as a Class B Member with no further action required by the Company, the Manager or the Members. The Manager shall amend Schedule I as of the Conversion Date to reflect the conversion, including but not limited to an updated enumeration of all Class B Units and Membership Interests as of the Conversion Date. (c) The number of Conversion Units to be issued to BRG on the Conversion Date shall equal the number of Class B Units that would cause the Class B Membership Interest acquired by BRG pursuant to this Section 10.4 to hold a proportional eighty seven thirty-one percent (87.031.00%) Class B Membership Interest and a Capital Account in an amount equal to the same proportion. The foregoing conversion ratio assumes the Members have fully funded their respective initial Capital Contributions, that the Class A Capital Commitment has been fully funded, that the Project was developed developed, leased-up and funded as provided in the Project Budget, that Additional Capital Contributions have been made by the Class B Members as projected, and that all Current Class A Returns and Priority Class A Returns have been paid. In the event that the Class B Members’ Capital Contributions were substantially more than projected, the Members will confer and in good faith determine a commensurate conversion ratio.

BRG Class A Conversion Right. During the Conversion Period and for so long as BRG holds Class A Units in the Company, BRG shall have the right to convert all, but not less than all, of its Class A Units into Class B Units in accordance with this Section 10.4. (a) During the Conversion Period, and so long as BRG then holds a Majority of the Class A Membership Interests, BRG may deliver a notice to the Company (a “"Conversion Notice”") indicating that BRG is exercising its conversion right under this Section 10.4. From and after the date of the Company’s 's receipt of the Conversion Notice (the “"Receipt Date”"), Current Class A Return and Priority Class A Return shall cease to accrue on BRG’s 's Net Capital Contributions to the Company; however, BRG shall retain all other rights of a Class A Member until the Conversion Date. (b) Within one ten (110) day days of the date of the Receipt Date receipt of the Conversion Notice, the Company shall simultaneously issue to BRG a number of Class B Units equal to the Conversion Amount, as determined in accordance with Section 10.4(c) below (the “"Conversion Units”"), cancel all of BRG’s 's Class A Units, and return to BRG any remaining funds in the Class A Preferred Reserve. The date of such issuance, cancellation and return of funds shall be referred to in this Agreement as the “"Conversion Date.” " From and after the Conversion Date, BRG shall cease to be a Class A Member and, if not previously admitted as a Class B Member, shall be admitted as a Class B Member with no further action required by the Company, the Manager or the Members. The Manager shall amend Schedule I as of the Conversion Date to reflect the conversion, including but not limited to an updated enumeration of all Class B Units and Membership Interests as of the Conversion Date. (c) The number of Conversion Units to be issued to BRG on the Conversion Date shall equal the number of Class B Units that would cause the Class B Membership Interest acquired by BRG pursuant to this Section 10.4 to hold a proportional eighty seven eighteen and one-half percent (87.018.5%) Class B Membership Interest and a Capital Account in an amount equal to the same proportion. The foregoing conversion ratio assumes the Members have fully funded their respective the irrespective initial Capital Contributions, that the Class A Capital Commitment has been fully funded, that the Project was developed developed, leased-up and funded as provided in the Project Budget, that Additional Capital Contributions have been made by the Class B Members as projected, and that all Current Class A Returns and Priority Class A Returns have been paid. In the event that the Class B Members’ ' Capital Contributions were substantially more than projected, the Members will confer and in good faith determine a commensurate conversion ratio.

BRG Class A Conversion Right. During the Conversion Period and for so long as BRG holds Class A Units in the Company, BRG shall have the right to convert all, but not less than all, of its Class A Units into Class B Units in accordance with this Section 10.4. (a) During the Conversion Period, and so long as BRG then holds a Majority of the Class A Membership Interests, BRG may deliver a notice to the Company (a “Conversion Notice”) indicating that BRG is exercising its conversion right under this Section 10.4. From and after the date of the Company’s receipt of the Conversion Notice (the “Receipt Date”), Current Class A Return and Priority Class A Return shall cease to accrue on BRG’s Net Capital Contributions to the Company; however, BRG shall retain all other rights of a Class A Member until the Conversion Date. (b) Within one (1) day of the date of the Receipt Date of the Conversion Notice, the Company shall simultaneously issue to BRG a number of Class B Units as determined in accordance with Section 10.4(c) below (the “Conversion Units”), cancel all of BRG’s Class A Units, and return to BRG any remaining funds in the Class A Preferred Reserve. The date of such issuance, cancellation and return of funds shall be referred to in this Agreement as the “Conversion Date.” From and after the Conversion Date, BRG shall cease to be a Class A Member and, if not previously admitted as a Class B Member, shall be admitted as a Class B Member with no further action required by the Company, the Manager or the Members. The Manager shall amend Schedule I as of the Conversion Date to reflect the conversion, including but not limited to an updated enumeration of all Class B Units and Membership Interests as of the Conversion Date. (c) The number of Conversion Units to be issued to BRG on the Conversion Date shall equal the number of Class B Units that would cause the Class B Membership Interest acquired by BRG pursuant to this Section 10.4 to hold a proportional eighty seven sixty nine percent (87.069.0%) Class B Membership Interest and a Capital Account in an amount equal to the same proportion. The foregoing conversion ratio assumes the Members have fully funded their respective initial Capital Contributions, that the Class A Capital Commitment has been fully funded, that the Project was developed and funded as provided in the Project Budget, that Additional Capital Contributions have been made by the Class B Members as projected, and that all Current Class A Returns and Priority Class A Returns have been paid. In the event that the Class B Members’ Capital Contributions were substantially more than projected, the Members will confer and in good faith determine a commensurate conversion ratio.