Conversion of Series A Preferred Units. (1) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Series A Preferred Units into Common Units to the extent provided in, and in accordance with, this Section 5.12(b)(v).
(2) All Common Units delivered upon conversion of the Series A Preferred Units in accordance with this Section 5.12(b)(v) shall be (i) newly issued, (ii) duly authorized, validly issued fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-303, 17-607 or 17-804 of the Delaware Act, and shall be free from preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising under the Delaware Act or this Agreement, as amended by this Amendment and (iii) with respect to Common Units delivered upon a conversion in accordance with Section 5.12(b)(v)(B), registered for public resale under the Securities Act of 1933, as amended, pursuant to an effective registration statement that is then-available for the resale of such Common Units.
(3) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Series A Preferred Units and, if the Common Units are then listed or quoted on the New York Stock Exchange or any other National Securities Exchange or other market shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Series A Preferred Units to the extent permitted or required by the rules of such exchange or market.
Conversion of Series A Preferred Units. (1) The Company shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Series A Preferred Units into Common Units to the extent provided in, and in accordance with, this Section 5.12(b)(iv).
(2) All Common Units delivered upon conversion of the Series A Preferred Units in accordance with this Section 5.12(b)(iv) shall be (i) newly issued and (ii) duly authorized, validly issued fully paid and non-assessable Membership Interests in the Company, except as such non-assessability may be affected by Sections 18-607 or 18-804 of the Delaware Act, and shall be free from preemptive rights other than those arising under the Delaware Act or this Agreement.
(3) The Company shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Series A Preferred Units.
Conversion of Series A Preferred Units. As of immediately prior to the Effective Time, in accordance with the Company LLC Agreement (i) the 12,897,029 Series A Preferred Units outstanding as of the date hereof shall be converted into an aggregate of 14,186,731 Common Units and (ii) any Series A Preferred Units issued as PIK Units after the date hereof shall be converted into a number of Common Units equal to the product of (A) one hundred and ten percent (110%) and (B) the number of Series A Preferred Units so issued as PIK Units.
Conversion of Series A Preferred Units. Series A Preferred Units shall be converted into Common Units in accordance with the following:
(a) If any Series A Preferred Shares shall be converted into shares of Common Stock pursuant to the exercise of any such right by either the General Partner or the holder of such Series A Preferred Shares, then that number of Series A Preferred Units which is equal to the number of Series A Preferred Shares so converted shall simultaneously and without further action or notice be converted into that number of Common Units which is equal to the product of (i) the number of shares of Common Stock into which such Series A Preferred Shares were converted, multiplied by (ii) the Conversion Factor.
(b) If the General Partner shall redeem any Series A Preferred Shares for cash in a transaction in which the redemption price thereof (other than the portion thereof equal to the then accumulated and unpaid dividends thereon) is payable directly out of the sale proceeds of then newly issued shares of Common Stock (and to the extent that such sale proceeds are so used, the General Partner shall be relieved of the obligation to contribute such sale proceeds to the capital of the Partnership pursuant to Section 4.3(a)(2) hereof), then that number of Series A Preferred Units which is equal to the number of Series A Preferred Shares so redeemed shall simultaneously and without further action or notice be converted into that number of Common Units which is equal to the product of (i) the number of shares of Common Stock issued and sold by the General Partner to generate the sale proceeds used to redeem such Series A Preferred Shares, multiplied by (ii) the Conversion Factor.
Conversion of Series A Preferred Units. Upon the conversion of any shares of Series A Preferred Stock held by a Subscriber into Class A Common Stock in accordance with the PIPE Agreement, then an equivalent number of PubCo’s Series A Preferred Units shall automatically be converted (a “Series A Conversion”) into Common Units on a one to one basis, such that the number of shares of Class A Common Stock issued in connection with such conversion of Series A Preferred Stock shall equal the number of Common Units (each, a “Converted Series A Unit”) issued by the Company to PubCo in connection with such Series A Conversion. The Series A Preferred Units are convertible into Common Units as set forth in the foregoing clause, only in connection with the corresponding conversion of Series A Preferred Stock into Class A Common Stock as set forth in the foregoing clause. Following any Series A Conversion, PubCo will have the rights and obligations of a holder of a Common Unit(s) with respect to such Converted Series A Unit(s), and, for the avoidance of doubt, the converted Series A Preferred Unit(s) will cease to be issued or outstanding for all purposes hereunder.
Conversion of Series A Preferred Units. At any time after the Series A Preferred Closing Date, each Series A Preferred Unit shall be convertible into validly issued, fully paid and non-assessable Common Units (as defined below), on the terms and conditions set forth in this Section 5.8(b).
Conversion of Series A Preferred Units. Each Company Series A Preferred Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount in cash equal to the Series A Per Unit Merger Consideration. The aggregate consideration to which the holders of Series A Preferred Units become entitled pursuant to this Section 1.8(c) is referred to herein as the “Series A Preferred Unit Merger Consideration.”
Conversion of Series A Preferred Units. Each Series A Preferred Unit issued and outstanding as of immediately prior to the First Partnership Merger Effective Time shall be converted into the right to receive $25.00 plus the amount of any accumulated and unpaid distributions per Series A Preferred Unit in cash without any interest thereon (the “Series A Liquidation Preference”). As of the First Partnership Merger Effective Time, all Series A Preferred Units converted into the right to receive the Series A Liquidation Preference pursuant to this Section 3.1(c)(i) shall no longer be outstanding and shall automatically be cancelled and cease to exist. As of the First Partnership Merger Effective Time, each holder of a certificate that immediately prior to the First Partnership Merger Effective Time represented any such Series A Preferred Units (“Certificated Series A Preferred Units”) or non-certificated Series A Preferred Units represented in book-entry form immediately prior to the First Partnership Merger Effective Time (“Book-Entry Series A Preferred Units”) shall cease to have any rights with respect thereto, except the right to receive the Series A Liquidation Preference to be paid in consideration therefor upon surrender of such Certificated Series A Preferred Unit or Book-Entry Series A Preferred Unit in accordance with Section 3.2(c) without interest.
Conversion of Series A Preferred Units. The holders of Series A Preferred Units shall have the following conversion rights:
Conversion of Series A Preferred Units
