Conversion Events a. If the Earnout Term shall expire on December 31, 2009, then within 30 days thereafter, the Partnership shall convert each Earnout Unit for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price as of December 31, 2009; by (y) the aggregate number of Earnout Units then outstanding.
b. If the Earnout Term shall expire on account of a Property Sale or an Interest Sale, then within 5 days thereafter, the Partnership shall convert each Earnout Unit for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price as of the date of such Property Sale or Interest Sale; by (y) the aggregate number of Earnout Units then outstanding.
c. If the Earnout Term shall expire on account of a Merger Event, then concurrently with the closing of the transaction giving rise to the Merger Event, the Partnership shall, at the Earnout Participant's election, (1) convert each Earnout Unit held by such electing Earnout Participant for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price determined as of the date of the closing of the transaction constituting the Merger Event; by (y) the aggregate number of Earnout Units then outstanding. In the event that holders of OP Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Merger Event, the General Partner shall give prompt written notice to each holder of Earnout Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each Earnout Unit held by such holder into OP Units in connection with such Merger Event. If a holder of Earnout Units fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each Earnout Unit held him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of a OP Unit would receive if such OP Unit holder failed to make such an election.
Conversion Events. Upon the earlier to occur of (i) an Initial Public Offering (as defined below) or (ii) satisfaction of each of the Milestones pursuant to Section 3(b)(iv) below (either, a “Conversion Event”), all of the then outstanding principal and accrued interest owing under this Note shall convert into that number of shares of Series E Preferred Stock of the Company determined by dividing (i) the aggregate principal and accrued interest owing under this Note as of the date of such Conversion Event by (ii) the Conversion Price (as defined below). Notwithstanding the foregoing, by complying with Section 3(c)(iii) hereof, the Holder may at any time earlier elect to convert this Note into that number of shares of Series E Preferred Stock determined by dividing (i) the aggregate principal and accrued interest owing under this Note as of the date of the Conversion Notice (as defined in Section 3(c)(iii)) by (ii) the Conversion Price (as defined below).
Conversion Events. For purposes of this Agreement, "CONVERSION EVENT" means the occurrence of any one or more of the following:
Conversion Events. Subject to the provisions hereinafter set forth, all of the principal amount of this Note and accrued Interest thereon shall be convertible at the option of the Holder thereof into fully paid and nonassessable shares of Common Stock:
(i) for a period of thirty (30) days following any termination by Ecrix Corporation ("Ecrix") of the Merger Agreement, for any reason other than the intentional breach of the Merger Agreement by the Company; or
(ii) for a period of thirty (30) days following any termination of the Merger Agreement by the Company as a result of the intentional breach of the Merger Agreement by Ecrix. The events set forth in Sections 2(a)(i) and (ii) are defined as "Conversion Events." The number of shares of Common Stock to be issued upon conversion of the Note (the "Conversion Shares") shall be equal to one (1) share of Common Stock for each $.80 in principal amount of the Note and accrued Interest thereon being converted (the "Conversion Amount"), subject to adjustment from time to time pursuant to paragraph (f) of this Section 2. If Holder does not elect to convert the Note into Common Stock as provided herein within thirty (30) days after the occurrence of a Conversion Event, then the Stated Maturity Date shall be automatically extended to August 22, 2002 and the Interest Rate on the Note shall increase to 15% as of the termination date of the Merger Agreement and shall continue to increase by an additional 1.0% per annum for each 90-day period until the Maturity Date. If both (x) the Merger has not been consummated by December 31, 2001 and (y) the Merger Agreement has not been terminated on or prior to that date, then the Stated Maturity Date shall be automatically extended to the earlier to occur of (I) the date the Merger is consummated or (II) the date the Merger Agreement is terminated.
Conversion Events. (a) At the Option of Holder. At any time following the date of execution of this Note through the Maturity Date, the Holder shall have the right to convert all, but not less than all, of the outstanding principal amount of this Note into shares of Parent Stock at a price equal to the Conversion Price, as hereinafter defined, and otherwise on and subject to the terms and conditions set forth in this Article V. As used herein, the term "Conversion Price" shall mean $7.56, calculated in accordance with Exhibit A attached hereto. The Holder may exercise such Holder's right to convert all, but not less than all, of the outstanding principal amount of this Note into shares of Parent Stock by (i) giving written notice to the Company that the Holder elects to convert the outstanding principal amount into Parent Stock, (ii) stating in such written notice the denominations in which the Holder wishes the certificate or certificates for Parent Stock to be issued, and (iii) surrendering this Note to the Company.
Conversion Events. On the date of and simultaneously with the closing (the "Event Date") of the first event which causes a Change in Control, all of the outstanding principal amount of this Note shall be automatically converted into shares of Parent Stock at a price equal to $8.50 per share ("Conversion Price"), and otherwise on and subject to the terms and conditions set forth in this Article V. The outstanding principal amount of this Note shall be deemed converted into shares of Parent Stock on the Event Date but shall not be complete until (i) the Company has given written notice to the Holder, which notice shall be given at least twenty days prior to the Event Date, that the outstanding principal amount of this Note has been converted, which notice shall disclose the Conversion Price, the Event Date and the number of shares of Parent Stock to be received by the Holder, (ii) the Holder has delivered written instructions to the Company which states the denominations in which the Holder wishes the certificate or certificates for Parent Stock to be issued, and (iii) the Holder has surrendered this Note to the Company.
Conversion Events. On the date of the occurrence of a Conversion Event, automatically (and without the taking of any action) (x) all then outstanding Non-Dollar Denominated Loans shall be automatically converted into Loans of the respective Class and Sub-Class maintained in dollars (in an amount equal to the Dollar Equivalent of the aggregate principal amount of the respective Loans on the date such Conversion Event first occurred, which Loans (i) shall continue to be owed by the applicable Borrower, and (ii) shall at all times thereafter be deemed to be Base Rate Loans and (y) all principal, accrued and unpaid interest and other amounts owing with respect to such Non-Dollar Denominated Loans shall be payable in dollars, taking the Dollar Equivalent of such principal, accrued and unpaid interest and other amounts. The occurrence of any conversion of Non-Dollar Denominated Loans to Base Rate Loans as provided above in this Section 2.09(a) shall be deemed to constitute for purposes of Section 2.13, a prepayment of Loans before the last day of any Interest Period relating thereto.
Conversion Events. As used herein, “Conversion Event” means any of the following:
Conversion Events. On the date of and simultaneously with the closing (the "Event Date") of the first event which causes a Change in Control, all of the outstanding principal amount of this Note shall be automatically converted into shares of Parent Stock at a price equal to $8.50 per share ("Conversion Price"), and otherwise on and subject to the terms and conditions set forth in this Article V. The outstanding principal amount of this Note shall be deemed converted into shares of Parent Stock on the Event Date but shall not be complete until (i) the Company has given written notice to the Holder, which notice shall be given at least twenty days prior to the Event Date, that the outstanding principal amount of this Note has been converted, which notice shall disclose the Conversion Price, the Event Date and the number of shares of Parent Stock to be received by the Holder (although failure to give notice shall not affect the conversion, nor the completion of same, upon performance by Holder of items (ii), (iii) and (iv) below), (ii) the Holder has delivered written instructions to the Company which states the denominations in which the Holder wishes the certificate or certificates for Parent Stock to be issued, (iii) the Holder has surrendered this Note to the Company, and (iv) the Holder has delivered to the Parent an executed counterpart of a shareholders' agreement (upon a Change of Control other than a Public Offering) and an investor representation letter, in form and content acceptable to Parent.
Conversion Events. 21 ARTICLE IV COVENANTS............................................................................................22
