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. At the Earthbound Effective Time, by virtue of the Earthbound Merger and without any further action on the part of Buyer, Earthbound Merger Sub, Earthbound I, or any holder of any Earthbound I Units or any units of Earthbound Merger Sub:
(i) Except as provided in Section 2.2(f)(ii)-(iv) below, each Earthbound I Class A-1 Preferred Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class A-1 Consideration in cash, without interest; each Earthbound I Class A Preferred Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class A Consideration in cash, without interest; each Earthbound I Class B Common Unit (other than units held by Topco) issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class B Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; each Earthbound I Class C Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; and each Earthbound I Class C-1 Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C-1 Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3;
(ii) Notwithstanding Section 2.2(f)(i), Topco shall not receive any cash consideration for any of its Earthbound I Units, but instead, shall receive units in the Earthbound Surviving Company having a value equal to the value of the consideration it is entitled to receive for its Earthbound I Units pursuant to Section 2.3(f)(i);
(iii) Each Earthbound I Unit that is held in the treasury of Earthbound I or owned by Earthbound I immediately prior to the Earthbound Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; and
(iv) Each unit of Earthbound Merger Sub issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into one (1) fully-paid common unit of th...
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 further action on the part of Parent, Merger Sub, the Company or any holder of any Company Common Units or Company Incentive Units (collectively, the “Units”) or any unit of membership interests of Merger Sub:
(a) Each Unit issued and outstanding immediately prior to the Effective Time (other than Cancelled Units) shall be converted into the right to receive (i) out of the Closing Cash Consideration an amount of cash (without interest) and (ii) out of the Closing Stock Consideration a number of shares of Parent Common Stock, in each case as set forth in the Consideration Spreadsheet, together with any amounts that may be payable in respect of such Unit from the Escrow Fund, the Holder Representative Expense Fund or as contemplated by Schedule 2.7 as provided in this Agreement and the Escrow Agreement or pursuant to the Earnout Provisions, at the respective times and subject to the contingencies specified herein and therein (based upon such Holder’s Pro Rata Percentage subject to adjustment to take into account any distributions from the Escrow Fund attributable solely to such Holder pursuant to Section 2.14(f) and Section 8.2(b));
(b) Each Unit that is owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor;
(c) Each Unit that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (the Units described in Section 2.7(b) and this Section 2.7(c), “Cancelled Units”); and
(d) The sole membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the sole membership interest of the Surviving Company.
Conversion of Units. Upon such conversion, the Units will be converted into stock of the VMD Corporation on the following terms:
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. 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. 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. EXCHANGE OF CERTIFICATES 5
