Conversion and Redemption. The LTIP Units shall be subject to conversion and redemption in accordance with the terms and provisions of the Limited Partnership Agreement. Furthermore, in accordance with the Limited Partnership Agreement, in the event the Grantee’s Service is terminated, the Company reserves the right at any time thereafter to convert vested LTIP units into an equal number of Class A Units of the Limited Partnership (as defined in the Limited Partnership Agreement), and in addition, to redeem such Class A Units for Shares or cash, at the election of the Company. Upon any such conversion and redemption, this Agreement shall be fully satisfied, and the Company shall have no further obligation under the Agreement. Restrictions on Transfer You shall not, without the consent of the Company (which the Company may give or withhold in its sole discretion), sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any LTIP Units (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of LTIP Units to the Limited Partnership or the Company or to any Transfer by will or pursuant to the laws of descent and distribution. Investment Representation You hereby make the covenants, representations, and warranties set forth on Exhibit C attached hereto as of the date of acceptance of this Agreement and on each applicable vesting date, as determined in Exhibit B attached hereto. All of such covenants, warranties, and representations shall survive the execution and delivery of this Agreement by you. You shall immediately notify the Limited Partnership upon discovering that any of the representations or warranties set forth on Exhibit C were false when made or have, as a result of changes in circumstances, become false. Registration You hereby acknowledge that the LTIP Units have not been registered under the Securities Act and that the LTIP Units cannot be transferred by you other than in accordance with the terms and conditions set forth in the Plan, this Agreement, and the Limited Partnership Agreement and, in any event, unless such transfer is registered under the Securities Act or an exemption from such registration is available. Neither the Company nor the Limited Partnership has made any agreements, covenants, or undertakings whatsoever to register the transfer of the LTIP Units under the Securities Act. Neither the Company nor the Limited Partnership has made any representations, warranti...
Conversion and Redemption. At the option of the Registered Holder hereof, the unpaid principal amount of this Note may, upon execution of the Conversion Form attached hereto and the surrender of this Note to the Company for conversion, be convertible in increments of $25,000.00 from the 90th day from the date of issuance of this Note (the
Conversion and Redemption. (a) (i) Conversion: Subject as hereinafter provided, the Bondholder will, if the Company completes a QIPO, at any time between the date of completion of such QIPO (the “QIPO Completion Date”) and the Maturity Date (the “Conversion Period”), have the right to convert up to 100% of the principal amount of the Bond (in multiples of US$10,000,000), together with the Accrued Interest thereon, into ordinary shares of the Company, by giving a Conversion Notice (as defined below) to the Company requiring the Company to convert the Bond in whole or in part. The Conversion Price shall be US$1.675262 subject to adjustment as hereafter described. No fraction of an ordinary share will be issued on conversion and the number or ordinary shares issued will be rounded down to the nearest whole number, but an equivalent cash payment in United States dollars will be made to the Bondholder in respect of such fraction.
Conversion and Redemption. In case any Series B Share is called for redemption, the right to convert such Series B Share shall terminate with respect to all Series B Shares for which a Notice of Conversion (as defined in Paragraph 4.F below) shall not have previously been delivered to the Transfer Agent (as hereafter defined) pursuant to the procedures described in Paragraph 5.2 below at the close of business on the date which is three (3) business days preceding the Redemption Date (as defined in Paragraph 5.1 below); provided that no default by the Corporation in the payment of the applicable Redemption Price (as defined in Paragraph 5.1) shall have occurred and be continuing.
Conversion and Redemption. The holders of Series D Preferred Stock will have the following conversion and redemption rights:
Conversion and Redemption. The Series 2 Preferred Stock shall be subject to conversion or redemption on the terms provided below in this Section 8. Except as provided in this Section 8, the Series 2 Preferred Stock shall not be redeemable.
Conversion and Redemption. Paragraph (a) and (b) of Article 1 of the Debenture are hereby amended so as to read as follows:
Conversion and Redemption. (a) The principal amount of this Debenture plus all accrued but unpaid interest thereon are convertible, in whole or in part, at any time prior to Maturity into that number of shares (the "Conversion Shares") of the Maker's common stock, par value $.01 per share ("Common Stock") as is obtained by dividing the portion of the unpaid principal amount of the Debenture, and the portion of accrued but unpaid interest thereon, which is to be converted, by an amount equal to $.20 U.S. (the "Conversion Price"). Any portion of this Debenture may be partially converted and in case of such partial conversion, the Maker, upon surrender hereof, will deliver to the Holder a new Debenture representing the principal face value which has not been converted. Notwithstanding the foregoing in the event that the Corporation shall, on or prior to May 30, 1998, file a registration statement with the Securities and Exchange Commission (the "SEC") registering the the Conversion Shares underlying this Debenture (the "Registration Statement"), then any rights which the Debentureholder shall have had to convert this Debenture shall terminate as at the day immediately preceding the date of such filing (the "Filing Date"), in which case the Debentureholder shall be entitled to convert this Debenture, on the same terms as are set forth above, at any time prior to Maturity, in whole or in part at any time, and from time to time, during the period commencing on the date immediately following the date that the Registration Statement is declared effective by the SEC. Notwithstanding the foregoing, in the event the Registration Statement is not declared effective within 120 days of the Filing Date or, if for any reason, the Corporation shall withdraw the Registration Statement, then upon demand of the Debentureholder, a new conversion period shall immediately commence and this Debenture shall thereupon be convertible into Conversion Shares in accordance with the provisions of this Article 1(a).
Conversion and Redemption. On and subject to the terms and conditions set forth below, all or any portion of the unpaid principal amount of this Debenture equal to $1,000 or any integral multiple thereof may be converted into ____ shares of Series A Convertible Redeemable Preferred Stock established or to be established by the Company pursuant to the terms of the Purchase Agreement (the "Preferred Stock") at a conversion price equal to the liquidation value of $38.1875 per share (the "Conversion Price"). No part of this Debenture may be converted prior to January 20, 2003, except as described below. On such date and thereafter the original principal amount hereof shall become fully convertible into shares of Preferred Stock at the Conversion Price. Upon any conversion of this Debenture, the registered holder hereof shall deliver to the Company a Notice of Conversion in the form attached to this Debenture. The foregoing notwithstanding, this Debenture shall be convertible as provided herein only under the following circumstances:
Conversion and Redemption. The Company shall, and the Shareholders shall procure that the Company shall, take all actions necessary so that:
