Conversion of Units Sample Clauses

Conversion of Units. (1) Subject to the further provisions of this Section 4.2(e) and -------------- the provisions of Sections 8.6 and 11.7, beginning one year after the ------------ ---- Effective Date or earlier with the written consent of the General Partner (except as otherwise contractually restricted), the General Partner hereby grants to each Limited Partner the right (the "Conversion Right") to exchange any or all of the Partnership Units ----------------- held by that Partner for Common Shares, with one Partnership Unit being exchangeable for one Common Share; provided, however, that in -------- ------- the event the General Partner issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the "Common Share ------------ Rights") then (except to the extent such rights have already been ------ reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Converting Partner shall also be ----------------- entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. The Conversion Right may be exercised by a Limited Partner (a "Converting Partner") ------------------ at any time beginning one year after the Effective Date (or earlier upon the written consent of the General Partner) and from time to time by delivering a Notice of Conversion to the General Partner not less than ten (10) days prior to such exchange. The General Partner shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting the exchange of Partnership Units for Common Shares, such number of Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding Partnership Units not owned by the General Partner. No Limited Partner shall, solely by virtue of being the holder of one or more Partnership Units, be deemed to be a shareholder of or have any other interest in the General Partner. (2) In the event of any change in the Unit Adjustment Factor, the number of Partnership Units held by each Partner shall be proportionately adjusted by multiplying the number of Partnership Units held by such Partner immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Par...

Conversion of Units. A Unitholder may convert some or all of its Units in one Class (the "Original Class") to Units in another Class (the "New Class"), provided such a Unitholder qualifies for investment in the New Class, by requesting a redemption of their Units in the Original Class and a simultaneous application the redemption proceeds in paying up for the subscription of the Units of the New Class. Units may be converted on a Conversion Day. Requests for conversion must be received by the Depositary before the Conversion Deadline. The Conversion Day and the Conversion Deadline are set out in Annex A for each Sub-Fund. Requests received after the Conversion Deadline will be recorded for conversion on the next following Valuation Day. The UCITS Management Company, acting in the best interest of the Unitholders, may at any time reject conversion applications or temporarily limit or suspend such conversion. The number of Units of the New Class to be issued is calculated in accordance with the following formula: NNS = (NOS * POS * EXR ) , where is the number of Units of the New Class; is the number of Units of the Original Class; is the Redemption Price per Unit in the Original Class as of the relevant Valuation Day; is the exchange rate used for currency conversions (if any) as determined by the Administrator; and is the Subscription Price per Unit in the New Class as of that same Valuation Day. The Management Company may effect a compulsory conversion of Units (i) if a Unitholder ceases to fulfil or has never met the requirements of the Class he or she is invested in; or (ii) to give effect to any conversion, transfer, restructuring, split, merger, termination or roll-up policy.

Conversion of Units. A Unitholder may convert some or all of its Units in one Class (the "Original Class") to Units in another Class (the "New Class"), provided such a Unitholder qualifies for investment in the New Class, by requesting a redemption of their Units in the Original Class and a simultaneous application of the redemption proceeds in paying up for the subscription of the Units of the New Class. Units may be converted on any Conversion Day. Requests for conversion must be received by the Depositary before the Conversion Deadline. Requests received after the Conversion Deadline will be recorded for conversion on the next following Valuation Day. The Management Company, acting in the best interest of the Unitholders, may at any time reject conversion applications or temporarily limit or suspend such conversion. The number of Units of the New Class to be issued is calculated in accordance with the following formula: NNS = (NOS * POS * EXR ) , where is the number of Units of the New Class; is the number of Units of the Original Class; is the Redemption Price per Unit in the Original Class as of the relevant Valuation Day; is the exchange rate used for currency conversions (if any) as determined by the Administrator; and is the Subscription Price per Unit in the New Class as of that same Valuation Day. The Management Company may effect a compulsory conversion of Units (i) if a Unitholder ceases to fulfil or has never met the requirements of the Class he or she is invested in; or (ii) to give effect to any conversion, transfer, restructuring, split, merger, termination or roll-up policy.

Conversion of Units. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Units or rights in respect thereof or any other Person (i) the limited liability company interests of Merger Sub issued and outstanding immediately prior to the Merger shall be converted into limited liability company interests of the Surviving Company, and (ii) each Company Unit shall be converted into the right to receive (A) its portion of the Closing Consideration in accordance with Exhibit C, and (B) with respect to Company Units owned by the Non-Trust Unit Holders only, (1) its portion of any Post-Closing Addition in accordance with Exhibit C, (2) its portion of any Escrow Funds released to the Non-Trust Unit Holders in accordance with Exhibit C and the Escrow Agreement, and (3) its portion of any remaining amounts in the Reserve Account distributed to the Non-Trust Unit Holders pursuant to Section 2.1(f) in accordance with Exhibit C. A spreadsheet setting forth the amount of payments to be made to each holder of Company Units pursuant to clauses (ii)(A) and (B) of the immediately proceeding sentence (which in case of clauses (ii)(B) may be expressed as a percentage or formula), is attached hereto as Exhibit C. Buyer shall be entitled to rely on Exhibit C for all purposes hereunder and shall have no liability to any Member or any other Person for the determination or payment of any amounts set forth thereon (regardless of which Person makes the payments) or any calculations required to be made under this Agreement or the LLC Agreement. At the Effective Time, all Company Units issued and outstanding immediately prior the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Company Units shall cease to have any rights with respect thereto, except, subject to Section 2.3, the right to receive the consideration described in this Section 2.1(b)(2) in accordance with this Agreement.

Conversion of Units. Where different unit classes are offered, units may be converted from one unit class to another. Con- version requests involve the simultaneous submission of a redemption application as per Art. 29 and a subscription application as per Art. 28. The conversion fee levied, if any, is indicated in Annex B, "AIF summary". Conversion of units into a different unit class shall be possible only if the investor fulfils the conditions for the direct acquisition of units in the unit class concerned. If unit conversions are not permitted for certain unit classes, this is stipulated in the relevant fund-specific section of Annex B, "AIF summary". The number of units into which the investor may convert existing units shall be calculated according to the following formula: A = the number of units of the unit class into which units are to be converted; B = the number of units of the unit class from which units are to be converted; C = the net asset value or redemption price of the units presented for conversion; D = the exchange rate between the unit classes involved. Where both unit classes are valued in the same accounting currency, this coefficient is 1. E = the net asset value of the units of the unit class into which the conversion is to be made, plus taxes, fees and other charges. In some countries a change of unit class may in certain cases involve the payment of duties, taxes or stamp duties. The AIFM and the Depositary shall be entitled at any time to reject a conversion request if they deem such a move to be in the best interests of the investors, in the public interest or necessary for the pro- tection of the AIFM, the AIF or the investors and in particular if (i) there is cause to suspect that, in acquiring the units, the investors concerned are engaging in market timing, late trading or other market techniques that may be to the collective detriment of the investors, (ii) the investors do not meet the conditions for acquiring the units, or (iii) the units have been distributed in a country in which the AIF is not approved or authorised. The AIFM shall ensure that unit conversions are settled on the basis of a net asset value per unit un- known to the investor at the time the redemption application was submitted (forward pricing). Conversions of AIF units may be suspended in the eventualities envisaged in Art. 32 of this Trust Agree- ment.

Conversion of Units. (a) Other than Units held by the Company in treasury or owned by Parent, each Unit outstanding immediately prior to the Effective Time shall be converted into the right to receive the Aggregate Merger Consideration as follows: (i) at the Closing, each Unit shall entitle the holder thereof to receive the Closing Merger Consideration; (ii) (1) on December 31, 2008, to the extent earned, each Unit shall entitle the holder thereof to receive the Milestone Payment 1 divided by the number of Units outstanding immediately prior to the Effective Time; and (2) on February 1, 2009, to the extent earned, each Unit shall entitle the holder thereof to receive the Milestone Payment 2 divided by the number of Units outstanding immediately prior to the Effective Time; provided that if there is a bona fide dispute as to the extent to which the Milestone Payment 2 has been earned, the portion of the Milestone Payment 2 in dispute shall not be due and payable until five days after the dispute has been resolved pursuant to the terms of this Agreement. (iii) each Unit shall entitle the holder thereof to receive the quotient obtained by dividing (A) any amount released to Members out of the Escrow Fund pursuant to Article 9 by (B) the number of Units outstanding immediately prior to the Effective Time. (b) each Unit held by the Company in treasury or owned by Parent immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) the membership interests of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become the membership interests of the Surviving LLC with the same rights, powers and privileges as the membership interests so converted and shall constitute the only outstanding membership interests of the Surviving LLC; and (d) the parties acknowledge and agree that (i) the Escrow Amount shall be deducted from the Upfront Payment payable to holders of Units pursuant to this Article 2, and shall only be payable to the Members (x) upon release from the Escrow Fund in accordance with the Escrow Agreement and (y) to the extent not reduced by indemnification payments pursuant to Article 9 below.

Conversion of Units. Subject to Section 5.1(r)(v) and the other provisions of this Article IX, upon such conversion or reorganization, the Units will be converted into stock of the VMD Corporation on the following terms or on such other terms as the IPO Committee, and if the IPO Committee is not authorized to act, as the Board, determines to be necessary or desirable (it being agreed that, notwithstanding the succeeding subsections, the IPO Committee or the Board, as the case may be, may determine that, in connection with such conversion or reorganization, certain Units need not be converted into stock of the VMD Corporation):

Conversion of Units. Your Elective Deferral and related Company Matching Contribution shall be converted into Units as soon as practicable after such amounts are credited to you. The price per Unit used for such conversion shall be based on: (i) For Units purchased from one or more holders of outstanding Units, the cost paid by the Company for such Units as determined pursuant to the purchase and pricing methodologies generally used under the Partners Plan, reduced, at the discretion of the Committee, by the applicable commissions and purchase transaction fees; and (ii) For Units newly issued and acquired directly from Holding, a price equal to the average regular session closing price of the Units reflected on the NYSE composite tape for the December 31 following the relevant Deferral Election Date (or, if such date is not a trading day on the NYSE, then the last preceding trading day).

Conversion of Units. Upon such conversion, the Units will be converted into stock of the VMD Corporation on the following terms:

Conversion of Units. EXCHANGE OF CERTIFICATES 5