Conversion of Units of the Partnership Sample Clauses

Conversion of Units of the Partnership. Each issued and outstanding Unit (other than (x) Units forfeited at or prior to the Closing, including pursuant to Section 3.2(a)(iii), and (y) Units to be cancelled in accordance with Section 3.2(a)(ii) (such Units identified in clauses (x) and (y), the “Specified Units”)) shall automatically be converted into and shall thereafter represent the right of the holder thereof to receive, subject to the terms of this Agreement, the following, in each case without interest: (1) a number (which may be a fraction) of validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of the First Surviving Corporation (“First Surviving Corporation Stock”) equal to the quotient, calculated to the tenth decimal place, of (A) the portion of the Estimated Transaction Consideration allocated in respect of such Unit in accordance with Section 3.3(a), divided by (B) $10,000,000 (such number of shares of First Surviving Corporation Stock, the “Merger 1 Consideration”) (provided, however, that notwithstanding anything herein to the contrary, the right of each of the Non-Accelerated Class D Units to receive the Merger 1 Consideration in respect thereof shall be subject to the same vesting conditions and schedule that applied to such Non-Accelerated Class D Unit immediately prior to the Merger 1 Effective Time), which Merger 1 Consideration shall be payable as provided in Section 3.3(b), and (2) the portion of the Additional Transaction Consideration (if any) allocated in respect of such Unit in accordance with the last sentence of Section 3.7(b), Section 3.7(f) or Section 3.13 and payable as provided in Section 3.7(f) (provided, however, that this clause (2) shall not apply to any issued and outstanding Units held by the General Partner). At the Merger 1 Effective Time, all Units outstanding immediately prior to the Merger 1 Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Unitholder shall cease to be a partner of the Partnership, and shall cease to have any rights with respect to the Partnership and such Units except the right to receive, pursuant to this Agreement, its portion of (A) the Merger 1 Consideration (except with respect to the Specified Units) and (B) the Additional Transaction Consideration (except with respect to the Specified Units), in each case, without interest.
Sample 1
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Related to Conversion of Units of the Partnership

  • 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.

  • Conversion of Subordinated Units (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.

  • 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.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • 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 Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Redemption of Units If the underwriters (the “Underwriters”) in the Company’s initial public offering (the “IPO”) do not exercise in full their over-allotment option to be granted by the Company pursuant to an underwriting agreement by and among the Underwriters and the Company, then either (i) the Company shall redeem from Purchaser, at a redemption price equal to $0.01 per Unit, or (ii) the Purchaser shall forfeit, a number of Units equal to 6,000 multiplied by the percentage of the Underwriters’ over-allotment option that remains unexercised as of the expiration date thereof.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

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