Conversion at the Option of the Members. (a) Each of the Members is hereby granted the right (the “Conversion Right”) to exchange all or any portion of such Member’s Company Units for the Parent OP Units that such Member contributed to the Company at any time or from time to time, on the terms and subject to the conditions and restrictions contained in this Section 6.1. The Conversion Right may be exercised by a Member (a “Converting Member”) by delivery to the Manager of both (i) a notice in the form of Annex B hereto (a “Company Unit Exercise Notice”), which notice shall specify the whole number of such Member’s Company Units that are to be exchanged by such Converting Member (the “Converted Units” and (ii) a signed Notice of Conversion in the form attached to the Parent OP Agreement (a copy of which is attached to Annex B for the convenience of the Converting Member) pursuant to which the Converting Member elects to convert the Parent OP Units received in respect of the Converted Units into cash or Parent REIT Shares, as selected by Parent REIT pursuant to Article XI of the Parent OP Agreement. Once delivered, the Company Unit Exercise Notice and such Notice of Conversion shall be irrevocable.
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Samples: Tax Matters Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), The Contribution Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), The Contribution Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
