Conversion of Class B Common Units Sample Clauses

Conversion of Class B Common Units. Upon the Conversion, the terms of this Agreement, including, without limitation, all vesting and forfeiture provisions, will continue to apply to any shares of common stock of IPO Corp. received in exchange for Class B Common Units (the “Restricted Stock”) and thereafter all references to the “Company” shall mean IPO Corp. and all references to the “Employee Units” shall mean the Restricted Stock.
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Conversion of Class B Common Units. (a) Each Class B Member shall be entitled at any time to convert any or all of the outstanding Class B Common Units held by such Class B Member into the same number of Class A Common Units. A Class B Common Holder or Class B Common Holders holding a majority of the Class B Common Units can cause a conversion of 100% of the Class B Common Units into the same number of Class A Common Units. (b) Each conversion of Class B Common Units into Class A Common Units shall be effected by written notice by such Class B Member to the Company at its principal office stating that such Class B Member desires to convert its Class B Common Units into Class A Common Units. Each conversion of Class B Common Units shall be deemed to have been effected as of the close of business on the date on which such notice has been received, and at such time such Class B Common Units shall be deemed to have been cancelled and converted into Class A Common Units, and at such time the Class A Common Units issuable upon such conversion shall be deemed to be issued. At such time, the Company shall promptly provide written notice to all Members of such conversion. (c) The conversion of Class B Common Units into Class A Common Units will be made without charge to the Class B Common Members electing conversion of any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of Class A Common Units. (d) All Class A Common Units issuable upon any conversion of Class B Common Units shall, when issued, be duly and validly issued, and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such Class A Common Units may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which Class A Common Units may be listed (except for official notice of issuance which shall be immediately transmitted by the Company upon issuance). (e) The Company shall not close its books against the transfer of Class B Common Units or Class A Common Units in any manner which would interfere with the timely conversion of Class B Common Units. The Company shall assist and cooperate with any Class B Common Holders required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Class B Common Units hereunder (including, without limitation, making any...
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Conversion of Class B Common Units. (a) In connection with the occurrence (or the expected occurrence as described in (c) below) of any Conversion Event, each holder of Class B Common Units shall be entitled to convert into an equal number of Class A Common Units any or all of such holder's Class B Common Units being (or expected to be) distributed, disposed of or sold in connection with such Conversion Event. (b) For purposes of this SECTION 2.9, a "CONVERSION EVENT" shall mean (i) any Public Sale or public offering of securities of the Company (including a public offering registered under the Securities Act), (ii) any sale of securities of the Company to a Person or group of Persons (within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "1934 ACT")) if, after such sale, such Person or group of Persons in the aggregate would own or control securities which possess in the aggregate the ordinary power to elect a majority of the Company's board of managers (provided that such sale has been approved by the Company's board of managers, equivalent governing body, or a committee thereof), (iii) any sale of securities of the Company to a Person or group of Persons (within the meaning of the 0000 Xxx) if, after such sale, such Person or group of Persons in the aggregate would own or control securities of the Company (excluding any Class B Common Units being converted and disposed of in connection with such Conversion Event) which possesses in the aggregate the ordinary power to elect a majority of the Company's board of -7- managers or equivalent governing body, (iv) any sale of securities of the Company to a Person or group of Persons (within the meaning of the 0000 Xxx) if, after such sale, such Person or group of Persons would not, in the aggregate, own, control or have the right to acquire more than two percent (2%) of the outstanding securities of any class of voting securities of the Company, and (v) a merger, consolidation or similar transaction involving the Company if, after such transaction, a Person or group of Persons (within the meaning of the 0000 Xxx) in the aggregate would own or control securities which possess in the aggregate the ordinary voting power to elect a majority of the surviving company's directors or equivalent governors (provided that the transaction has been approved by the Company's board of managers, equivalent governing body, or a committee thereof). (c) Each BHCA Regulated Member holding Class B Common Units shall be entitled to convert Cl...
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Conversion of Class B Common Units. The Class B Common Units shall be converted into an equal number of Class A Common Units, with no further action required by the Company or the holders of the Class B Common Units, upon the earlier to occur of (i) the full repayment in cash of all indebtedness owed under the New PIK Notes and (ii) any issuance of Redemption Units (the occurrence of the events described in either of clause (i) or clause (ii), a “Class B Conversion Event”); provided that in the case of clause (ii), immediately prior to the conversion of the Class B Common Units but immediately after such issuance of Redemption Units (and taking into account any such Redemption Units issued), the Company shall issue to each holder of Class B Common Units the Additional Class B Common Units in proportion to each such holder’s Class B Common Units Percentage Interest (excluding any such Additional Class B Common Units to be issued).
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Conversion of Class B Common Units. (a) Limited Right to Convert. The holders of Class B Common Units (the "Class B Members") representing a majority of the outstanding Class B Common Units held by all Class B Members shall be entitled at any time to convert any or all of the outstanding Class B Common Units into an equal number of Class A Common Units. Any such conversion of Class B Common Units into Class A Common Units will be effected among all Class B Holders on a pro rata basis according to the number of Class B Common Units held by each such holder at the time of any such conversion (provided that if Vectura or NMI holds directly the Vectura Junior Common Units at the time of such conversion, such conversion may only be made if such conversion does not cause the stockholders of Vectura a Regulatory Problem, assuming that (i) such stockholders of Vectura hold, beneficially and of record, such Vectura Junior Common Units directly and (ii) all such stockholders are subject to the same rules and regulations applicable to 399 Venture).
Sample 1
Conversion of Class B Common Units. Class B Common Units shall automatically, and without any action by the Board of Managers or any Member or Unit Holder, convert to Class A Common Units in the following circumstances: (a) Immediately upon the Transfer of any Class B Common Units to Operator or one or more of its Affiliates or pursuant to Section 13.02, each such Transferred Class B Common Unit shall convert into one Class A Common Unit. Thereafter, the Company shall update Exhibit A to reflect such change in ownership of Units. (b) Immediately upon the percentage of outstanding Class B Common Units constituting less than 10% of the total outstanding Common Units, each outstanding Class B Common Unit shall convert into one Class A Common Unit. Thereafter, the Company shall update Exhibit A to reflect such change in ownership of Units. For the avoidance of doubt, upon the conversion of each outstanding Class B Common Unit into one Class A Common Unit pursuant to this Section 3.04(b), any requirement to receive the approval or consent under this Agreement from the Class B Holders as a class shall forthwith be null and void.
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Conversion of Class B Common Units. (a) Any Limited Partner holding Outstanding Class B Common Units may at any time elect, upon delivery of written notice to the General Partner, that any or all of such Limited Partner’s Class B Common Units convert into Class A Common Units. Upon the General Partner’s receipt of such notice, subject to Section 6.8(c), the number of Outstanding Class B Common Units owned by such Limited Partner that were the subject of such notice shall, automatically and without further action, convert into Class A Common Units on a one-to-one basis. (b) Immediately upon the conversion of Class B Common Units into Class A Common Units pursuant to Section 5.8(a), a Limited Partner holding a Class B Common Unit shall possess all of the rights and obligations of a Limited Partner holding a Class A Common Unit under this Agreement, including the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Class A Common Units. (c) Notwithstanding anything in this Agreement to the contrary, a Class B Common Unit that has converted into a Class A Common Unit shall be subject to the provisions of Section 6.8.
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Related to Conversion of Class B Common Units

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Preferred Units Notwithstanding anything to the contrary, the provisions of Section 14.3 are not applicable to Preferred Units or the holders of Preferred Units. Holders of Preferred Units shall have no voting, approval or consent rights under this Article XIV. Voting, approval and consent rights of holders of Preferred Units shall be solely as provided for and set forth in Article XVI.

  • Conversion of LTIP Units (a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of its Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holds fewer than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and such Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.5. (b) A holder of Vested LTIP Units may convert such interests into an equal number of fully paid and non-assessable Limited Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.4(b). Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert an amount of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such holder, to the extent attributable to its ownership of LTIP Units, divided by (y) the Limited Partnership Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation”). (c) In order to exercise its Conversion Right, a LTIP Holder shall deliver a notice (a “Conversion Notice”) to the Partnership (with a copy to the General Partner) not less than 10 nor more than 60 days prior to a date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the General Partner has not given to the LTIP Holders notice of a proposed or upcoming Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction, then the LTIP Holders shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) day after such notice from the General Partner of a Transaction or (y) the third business day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 12.1. Each LTIP Holder covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 4.5 shall be free and clear of all liens. Notwithstanding anything herein to the contrary, a LTIP Holder may deliver a Redemption Notice pursuant to Section 8.5 relating to those Limited Partnership Units that will be issued to such holder upon conversion of such LTIP Units into Limited Partnership Units in advance of the Conversion Date; provided, however, that the redemption of such Limited Partnership Units by the Partnership shall in no event take place until after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put an LTIP Holder in a position where, if he or she so wishes, the Limited Partnership Units into which its Vested LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion, with the further consequence that, if the General Partner elects to assume the Partnership’s redemption obligation with respect to such Limited Partnership Units under Section 8.5 by delivering to such holder REIT Shares rather than cash, then such holder can have REIT Shares issued to it simultaneously with the conversion of its Vested LTIP Units into Limited Partnership Units. The General Partner shall cooperate with an LTIP Holder to coordinate the timing of the different events described in the foregoing sentence. (d) The Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units held by an LTIP Holder to be converted (a “Forced Conversion”) into an equal number of Limited Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.4(b); provided, that the Partnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Holder pursuant to paragraph (b) above. In order to exercise its right of Forced Conversion, the Partnership shall deliver a notice (a “Forced Conversion Notice”) to the applicable holder not less than 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 12.1. (e) A conversion of Vested LTIP Units for which a holder has given a Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Holder, as of which time such LTIP Holder shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of an equal number of Limited Partnership Units issuable upon such conversion. After the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such LTIP Holder, upon its written request, a certificate of the General Partner certifying its Limited Partnership Units and remaining LTIP Units, if any, immediately after such conversion. (f) For purposes of making future allocations under Section 5.1(e) and applying the Capital Account Limitation, the portion of the Economic Capital Account balance of the applicable holder that is treated as attributable to its LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Limited Partnership Unit Economic Balance. (g) If the Partnership or the General Partner shall be a party to any transaction (including without limitation a merger, consolidation, interest exchange, self tender offer for all or substantially all Limited Partnership Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an Adjustment Event), in each case as a result of which Limited Partnership Units shall be exchanged for or converted into the right, or the holders such interests shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Partnership were sold at the Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Partnership shall use commercially reasonable efforts to cause each LTIP Holder to be afforded the right to receive in connection with such Transaction in consideration for the Limited Partnership Units into which its LTIP Units will be converted into the same kind and amount of cash, securities, and other property (or any combination thereof) receivable upon the consummation of such transaction by a holder of the same number of Limited Partnership Units, assuming such holder of Limited Partnership Units is not a Person with which the Partnership consolidated or into with the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that holders of Limited Partnership Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the General Partner shall give prompt written notice to each LTIP Holder 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 the LTIP Units held by such holder into Limited Partnership Units in connection with such Transaction. If an LTIP Holder fails to make such an election, such LTIP Holder (and any of its transferees) shall receive upon conversion of the LTIP Units held by it (or by any of its transferees) the same kind and amount of consideration that a holder of Limited Partnership Units would receive if such holder of Limited Partnership Units failed to make such an election. Subject to the rights of the Partnership and the General Partner under any Vesting Agreement, the Partnership shall use commercially reasonable efforts to cause the terms of the Transaction to be consistent with the provisions of this Section 4.5 and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Holders whose LTIP Units will not be converted into Limited Partnership Units in connection with the Transaction that will (i) contain provisions enabling the LTIP Holders with outstanding LTIP Units after such Transaction to convert their LTIP Units into securities as comparable as reasonably possible under the circumstances to Limited Partnership Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of LTIP Holders.

  • Conversion of Subordinated Units (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the expiration of the Subordination Period. (b) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Company Stock (i) Each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

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