Conversion of Class B Units. (i) On the next Business Day succeeding the Record Date attributable to the Quarter ending [March 31, 2019] (such date, the “Class B Conversion Date”), each Class B Unit shall automatically be converted into one Common Unit. Upon conversion, the rights of the holder of such Class B Units as holder of Class B Units shall cease, including any rights under this Agreement, except such Person shall continue to be a Limited Partner and shall have the right to receive Common Units from the Partnership in conversion for such Class B Units in accordance with this Section 5.13(b), and such Class B Units shall upon the Class B Conversion Date be deemed to be transferred to, and cancelled by, the Partnership.
(ii) Each Class B Unit shall automatically be converted into one Common Unit if the General Partner is removed pursuant to Section 11.2.
(iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class B Units. However, the holder of such Common Units shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the name of the holder of such Class B Unit. Nothing herein shall preclude any tax withholding required by law or regulation.
(iv) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Class B Units into Common Units to the extent provided in, and in accordance with, this Section 5.13(b).
(v) All Common Units delivered upon conversion of the Class B Units shall be newly issued, shall be validly issued, fully paid and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), free and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereof.
(vi) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon con...
Conversion of Class B Units. (i) Immediately before the close of business on the Conversion Date, the Class B Units shall automatically convert into LP Units on a one-for-one basis.
(ii) Upon conversion, the rights of a holder of converted Class B Units as holder of Class B Units shall cease with respect to such converted Class B Units, including any rights under this Agreement with respect to holders of Class B Units, and such Person shall continue to be a Limited Partner and have the rights of a holder of LP Units under this Agreement. All Class B Units shall, upon the Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the LP Units into which the Class B Units converted.
(iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of LP Units upon conversion of the Class B Units. However, the holder shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of LP Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing LP Units being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulation.
(iv) (A) The Partnership shall keep free from preemptive rights a sufficient number of LP Units to permit the conversion of all outstanding Class B Units into LP Units to the extent provided in, and in accordance with, this Section 4.8(c).
Conversion of Class B Units. (a) Subject to and in accordance with the applicable Class B Restricted Unit Agreement, if at any time after December 31, 2015, the PAGP Class A Shares are publicly traded, each of the Class B Partners shall be entitled to exchange (a “Conversion”) any or all of such Class B Partner’s Vested Units for a number of Class A Units (the “Converted Class A Units”) equal to the product of the number of Vested Units being exchanged multiplied by the Conversion Factor as of such Conversion Date (defined below).
Conversion of Class B Units. In the event that a Member holding Class B Units (i) is or becomes a Non-Market Participant or (ii) Transfers its Class B Units to an Non-Market Participant, then either (A) all or any part of such Member's Class B Units in the case of clause (i) above or (B) all or any part of the Class B Units Transferred in the case of clause (ii) above shall, at the written request of the holder thereof, be converted into the same number of Class A Units, such that the Percentage Interest of any Member (other than, in the case of a Transfer, the transferor Member) shall remain unchanged. Any written request pursuant to this Section 3.2(d), shall include a Non-Market Participation Certification. Upon receipt by the Company of such written request and Non-Market Participant Certification, the Company promptly shall make the appropriate notation in the Unit Registry and promptly shall notify such Member or such transferee that such notation has been made.
Conversion of Class B Units. Each Class B Unit issued and outstanding immediately prior to the Partnership Merger Effective Time (other than any Class B Units to be cancelled in accordance with Section 3.1(b)(i)) shall automatically be converted into the right to receive $8.50 in cash without any interest thereon (the “Partnership Merger Consideration”). At the Partnership Merger Effective Time, each Class B Unit converted into the right to receive the Common Merger Consideration pursuant to this Section 3.1(b)(ii), when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each former holder of Class B Units shall cease to have any rights with respect thereto other than the right to receive the Partnership Merger Consideration in accordance with Section 3.2.
Conversion of Class B Units. (i) Subject to Sections 5.9(c)(ii), 5.9(c)(iii) and 5.9(c)(iv), a holder of Class B Units may elect, at any time on or after July 1, 2014, to convert an amount of its Class B Units equaling or exceeding the Minimum Conversion Amount into Common Units on a one-for-one basis by delivery of: (A) written notice to the Partnership setting forth the number of Class B Units it holds, the number of Class B Units it is electing to convert, and other applicable information as may be reasonably requested by the Partnership and (B) if such Class B Units are Certificated, a Class B Unit Certificate to the Transfer Agent representing an amount of Class B Units at least equal to the amount such holder is electing to convert (or an instruction letter to the Transfer Agent if the Class B Units are in book-entry form), together with such additional information as may be requested by the Transfer Agent). Thereafter, Partnership shall take commercially reasonable steps to complete the conversion in accordance with this Section 5.9. In the case of any Certificate representing Class B Units which are converted in part only, upon such conversion the Transfer Agent shall authenticate and deliver to the holder of Class B Units thereof, at the expense of the Partnership, a new Certificate representing the number of Class B Units not so converted.
(ii) If the Common Units had a VWAP Price of $30.00, as adjusted for splits, combinations and other similar transactions after the date hereof, or more as of any date during the quarter ending December 31, 2013, then on or after January 1, 2014, the holders of the Class B Units may convert up to 50% of the Outstanding Class B Units (equaling or exceeding the Minimum Conversion Amount) into Common Units on a one-for-one basis in the same manner as Section 5.9(c)(i).
(iii) If the Common Units had a VWAP Price of $30.00, as adjusted for splits, combinations and other similar transactions after the date hereof, or more as of any date during the quarter ending March 31, 2014, then on or after April 1, 2014, the holders of the Class B Units may convert up to 50% of the Outstanding Class B Units (equaling or exceeding the Minimum Conversion Amount) into Common Units on a one-for-one basis in the same manner as Section 5.9(c)(i).
(iv) The Class B Units eligible to convert pursuant to Sections 5.9(c)(i), 5.9(c)(ii) and 5.9(c)(iii) shall be determined on a unitholder-by-unitholder basis, such that the same proportion of each such holder’s Class B Un...
Conversion of Class B Units. At such time as the Capital Account attributable to a Class B Unit is equal to the Average Capital Account Balance (the “Conversion Date”), such Class B Unit shall automatically convert into one Class A Unit (subject to appropriate adjustment in the event of any dividend, split, combination or other similar recapitalization with respect to the Class A Units). Each holder of Class B Units covenants and agrees with the Partnership that all Class B Units to be converted pursuant to this Section 18.3 shall be free and clear of all liens. The conversion of Class B Units shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such holder of Class B Units, as of which time such holder of Class B Units 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 the number of Class A Units issuable upon such conversion. For purposes of determining the Capital Account attributable to a Class B Unit, allocations pursuant to subparagraph 1(b)(ii) of Exhibit B shall be made in such a manner so as to allow the greatest number of Class B Units to convert pursuant to this Section 18.3 at any time.
Conversion of Class B Units. Exercise all of its rights and powers under the WEG Partnership Agreement, such that, within 150 days after the Closing Date, either (i) all of the Class B Units shall be converted into Common Units or (ii) the amount of cash distributable on each Class B Unit shall be increased to 115% of the amount of cash that is then distributable on each Common Unit.
Conversion of Class B Units. On the Conversion Date, all outstanding Class B Units shall be converted into Class A Units. Each Class B Unit Member will receive four (4) Class A Units for each Class B Unit owned and converted on the Conversion Date.
Conversion of Class B Units. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof or any party hereto, each Class B Unit issued and outstanding immediately prior to the Effective Time (other than Class B Units held in the Company’s treasury or by any of the Subsidiaries) shall be canceled and converted into the right to receive the applicable Class B Unit Merger Consideration payable in cash to the holder thereof, without interest thereon, upon tender of a completed and duly executed Letter of Transmittal in accordance with Section 2.9.
