Conversion Rights. Holders of Series G Preferred Units shall have the right to convert all or a portion of such Units into Series K Preferred Units or Common Units, as follows: (a) Upon the occurrence of a Change of Control, a holder of Series G Preferred Units shall have the right (unless, prior to the Change of Control Conversion Date (as defined in Section 8(e) below), the Partnership has provided or provides irrevocable notice of its election to redeem the Series G Preferred Units as described in Section 7 above, in which case such holder will only have the right with respect to the Units of Series G Preferred Units not called for redemption (unless the Partnership defaults in the payment of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect to the Units of Series G Preferred Units subject to such default in payment)) to convert any whole number of Series G Preferred Units held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit shall be convertible on the Change of Control Conversion Date into the number of Series K Preferred Units or Common Units (whichever is elected by the holder of Series G Preferred Units) (the “Series K Preferred Unit Conversion Consideration” and the “Common Unit Conversion Consideration,” as applicable) equal to the lesser of (i) the quotient obtained by dividing (A) the product of (y) the $25.00 per Unit liquidation preference amount, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G Preferred Unit distribution payment and prior to the corresponding Series G Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) and (z) the Conversion Factor (as then in effect and as defined in the Partnership Agreement) by (B) the Class A Stock Price or Class C Stock Price, as applicable (such quotient, the “Conversion Rate”); or (ii) [2.4679]3 (the “Series K Unit Cap”) in the case of Series K Preferred Units and 2.4679 (the “Common Unit Cap”) in the case of Common Units, in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any conversion of Series G Preferred Units. Instead, the number of Series K Preferred Units or Common Units to be issued upon each conversion shall be rounded to the nearest whole number of Series K Preferred Units or Common Units, as applicable. A Series G Preferred Unit shall entitle its holder to convert such Unit into either, but not both, of Series K Preferred Units or Common Units. If a holder of a Series G Preferred Unit makes no election on whether to receive Series K Preferred Units or Common Units, such holder shall receive Series K Preferred Units upon conversion in accordance with this paragraph.
Appears in 3 contracts
Samples: Merger Agreement (Brookfield Property Partners L.P.), Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (GGP Inc.)
Conversion Rights. Holders The holders of Series G the Preferred OP Units shall have the right be entitled to convert part or all or a portion of such Preferred OP Units into Series K Common OP Units by delivering written notice of such conversion (a “Conversion Notice”) to the General Partner at any time prior to January 1, 2024 (the date that the holders of the Preferred OP Units or Common Units, deliver a Conversion Notice shall hereinafter be referred to as a “Conversion Date”). The terms of the conversion shall be as follows:
(a) Upon Preferred OP Units may be converted only in multiples of One Hundred (100) unless the occurrence holder elects to convert all its Preferred OP Units.
(b) Subject to the receipt by the General Partner of a Change timely Conversion Notice, the conversion shall be effective as of Controlthe close of business on the applicable Conversion Date. The holder of the converted Preferred OP Units shall be deemed to have surrendered the same to the Partnership, and the Partnership shall be deemed to have issued Common OP Units to such holder, at the close of business on such Conversion Date.
(c) If the Issue Price of each Common OP Unit issued upon the conversion is $68.00 or less, the holder shall be entitled to receive, for each Preferred OP Unit surrendered, 0.397 Common OP Units. If the Issue Price of each Common OP Unit is greater than $68.00, then the holder shall be entitled to receive, for each Preferred OP Unit surrendered, a holder fraction of Series G Preferred Units shall have the right (unless, prior to the Change a full Common OP Unit of Control Conversion Date (as defined in Section 8(e) below), the Partnership has provided or provides irrevocable notice of its election to redeem the Series G Preferred Units as described in Section 7 above, in which case such holder will only have the right with respect to the Units of Series G Preferred Units not called for redemption (unless the Partnership defaults in the payment of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect to the Units of Series G Preferred Units subject to such default in payment)) to convert any whole number of Series G Preferred Units held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit shall be convertible on the Change of Control Conversion Date into the number of Series K Preferred Units or Common Units (whichever is elected by the holder of Series G Preferred Units) (the “Series K Preferred Unit Conversion Consideration” and the “Common Unit Conversion Consideration,” as applicable) equal to the lesser of (i) the quotient obtained by dividing numerator is (A) $27.00 plus (B) twenty-five percent (25%) of the product amount (if any) by which the per-unit Issue Price of the Common OP Units exceeds $68.00, and (yii) the $25.00 per Unit liquidation preference amountdenominator is the per-unit Issue Price of the Common OP Units.
(d) On the next Preferred Dividend Accrual Date, plus the holder shall be entitled to a Preferred Dividend in an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to, but not including, a prorated portion of the Change regular Preferred Dividend based on the number of Control Conversion days elapsed from the prior Preferred Dividend Accrual Date (unless the Change of Control Conversion Date is after a record date for a Series G Preferred Unit distribution payment and prior to the corresponding Series G Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sumConversion Date.
(e) and (z) In the Conversion Factor (as then in effect and as defined event that the holders of Common OP Units receive or surrender any Common OP Units or other securities of or interests in the Partnership Agreement) by (B) pursuant to any Common OP Unit split, combination, dividend or exchange, or pursuant to any recapitalization, merger, consolidation, combination, exchange of shares or other similar capital change, then upon the Class A Stock Price or Class C Stock Price, as applicable (such quotient, the “Conversion Rate”); or (ii) [2.4679]3 (the “Series K Unit Cap”) in the case conversion each holder of Series K Preferred OP Units and 2.4679 (the “Common Unit Cap”) in the case of Common Unitsshall be entitled to receive, in each case subject lieu of or in addition to certain adjustments described below. No fractional receiving Common Units will be issued upon any conversion of Series G Preferred OP Units. Instead, the number and class of Series K securities which it would have held on the Conversion Date if it had originally acquired a number of Common OP Units equal to the number of Preferred Units or Common OP Units to be issued upon each conversion shall be rounded to the nearest whole number converted, instead of Series K such Preferred Units or Common OP Units, as applicable. A Series G Preferred Unit shall entitle its holder to convert such Unit into either, but not both, of Series K Preferred Units or Common Units. If a holder of a Series G Preferred Unit makes no election on whether to receive Series K Preferred Units or Common Units, such holder shall receive Series K Preferred Units upon conversion in accordance with this paragraph.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Sun Communities Inc), Limited Partnership Agreement (Sun Communities Inc)
Conversion Rights. Holders of Series G Preferred Units shall have the right to convert all or a portion of such Units into Series K Preferred Units or Common Units, as follows:
(a) Upon the occurrence of a Change of Control, a holder of Series G Preferred Units shall have the right (unless, prior to the Change of Control Conversion Date (as defined in Section 8(e) below), the Partnership has provided or provides irrevocable notice of its election to redeem the Series G Preferred Units as described in Section 7 above, in which case such holder will only have the right with respect to the Units of Series G Preferred Units not called for redemption (unless the Partnership defaults in the payment of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect to the Units of Series G Preferred Units subject to such default in payment)) to convert any whole number of Series G Preferred Units held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit shall be convertible on the Change of Control Conversion Date into the number of Series K Preferred Units or Common Units (whichever is elected by the holder of Series G Preferred Units) (the “Series K Preferred Unit Conversion Consideration” and the “Common Unit Conversion Consideration,” as applicable) equal to the lesser of (i) the quotient obtained by dividing (A) the product of (y) the $25.00 per Unit liquidation preference amount, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control control Conversion Date is after a record date for a Series G Preferred Unit distribution payment and prior to the corresponding Series G Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) and (z) the Conversion Factor (as then in effect and as defined in the Partnership Agreement) by (B) the Class A Common Stock Price or Class C Stock Price, as applicable (such quotient, the “Conversion Rate”); or (ii) [2.4679]3 (the “Series K Unit Cap”) in the case of Series K Preferred Units and 2.4679 (the “Common Unit Cap”) in the case of Common Units), in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any conversion of Series G Preferred Units. Instead, the number of Series K Preferred Units or Common Units to be issued upon each conversion shall be rounded to the nearest whole number of Common Units.
(b) The Unit Cap is subject to pro rata adjustments from time to time:
(i) If the Partnership shall, after the date on which the Series K G Preferred Units are first issued, (i) pay or make a distribution of Common Units to holders of partnership interests or Units, as applicable(ii) subdivide its outstanding Common Units into a greater number of Units or distribute Common Units to the holders thereof, (iii) combine its outstanding Common Units into a smaller number of Units or (iv) issue any partnership interests or Units by reclassification of its Common Units (each, an “Adjustment Event”), then upon such Adjustment Event, the Unit Cap shall be adjusted. A The adjusted Unit Cap shall be the product obtained by multiplying (i) the Unit Cap in effect immediately prior to such Adjustment Event by (ii) a fraction, the numerator of which is the number of Common Units outstanding after giving effect to such Adjustment Event and the denominator of which is the number of Common Units outstanding immediately prior to such Adjustment Event. The adjustment provided by this Section 9(c) shall adjust the Unit Cap upon an Adjustment Event so that the holder of any Series G Preferred Unit thereafter surrendered for conversion shall entitle its holder be entitled to convert such Unit into either, but not both, receive the number of Series K Preferred Common Units or Common Units. If a other partnership interests or securities that such holder would have owned or have been entitled to receive after the happening of a any of the Adjustment Events described above had such Series G Preferred Unit makes no election been converted immediately prior to the record date in the case of a distribution or the effective date in the case of a subdivision, combination or reclassification.
(ii) For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of Common Units issuable in connection with the exercise of the Change of Control Conversion Right shall not exceed 24,679,000 Common (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Adjustment Event on whether the same basis as the corresponding adjustments to receive the Unit Cap.
(c) Within fifteen (15) days following the occurrence of a Change of Control, the Partnership shall provide to the holders of the Series K G Preferred Units or Common Units, such holder a notice of occurrence of the Change of Control the describes the resulting Change of Control Conversion Right. This notice shall receive Series K Preferred Units upon conversion in accordance with this paragraph.state the following:
Appears in 2 contracts
Samples: Limited Partnership Agreement (General Growth Properties, Inc.), Limited Partnership Agreement (General Growth Properties, Inc.)
Conversion Rights. Holders Shares of Series G D Preferred Units shall have Stock are not convertible into or exchangeable for any other property or securities of the right to convert all or a portion of such Units into Series K Preferred Units or Common UnitsCorporation, except as follows:provided in this Section 6.
(a) Upon the occurrence of a Change of Control, a each holder of Series G D Preferred Units shall Stock will have the right (unless, prior to the Change of Control Conversion Date (as defined in Section 8(e) below)Date, the Partnership Corporation has provided or provides irrevocable notice of its election to redeem some or all of the shares of Series G D Preferred Units as described in Stock held by such holder pursuant to Section 7 above5 hereof, in which case such holder will only have the right only with respect to the Units any shares of Series G D Preferred Units Stock that are not called for redemption (unless the Partnership defaults in the payment of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect to the Units of Series G Preferred Units subject to such default in payment)redemption) to convert any whole number some or all of the shares of Series G D Preferred Units Stock held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit shall be convertible on the Change of Control Conversion Date into the a number of Series K Preferred Units or shares of Common Units (whichever is elected by the holder Stock per share of Series G D Preferred Units) Stock (the “Series K Preferred Unit Common Stock Conversion Consideration” and the “Common Unit Conversion Consideration,” as applicable”) equal to the lesser of of:
(i) the quotient obtained by dividing (A) the product sum of (y) the $25.00 per Unit liquidation preference amount, per share of Series D Preferred Stock plus an the amount equal to all distributions (whether or not earned or declared) of any accrued and unpaid dividends thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G Preferred Unit distribution payment Dividend Record Date and prior to the corresponding Dividend Payment Date for the Series G D Preferred Unit distribution payment dateStock, in which case no additional amount for such accumulated accrued and unpaid distribution dividends will be included in this sum) and (z) the Conversion Factor (as then in effect and as defined in the Partnership Agreement) by (B) the Class A Common Stock Price or Class C Stock Price, (as applicable (such quotient, the “Conversion Rate”defined below); or and
(ii) [2.4679]3 ______]2 (the “Series K Unit Share Cap”), subject to adjustments provided in Section 6(b) hereof.
(b) The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of Common Stock to existing holders of Common Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to Common Stock as follows: the case adjusted Share Cap as the result of a Share Split will be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split. For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable or deliverable, as applicable, in connection with the exercise of the Change of Control Conversion Right will not exceed the Share Cap multiplied by the number of shares of Series K D Preferred Units Stock issued and 2.4679 outstanding at the Change of Control Conversion Date (or equivalent Alternative Conversion Consideration, as applicable) (the “Common Unit Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap. 2 Amount equal to the product of the (i) Share Cap applicable to the Anworth Series C Preferred Stock immediately prior to the effective time of the Merger and (ii) a fraction in which (x) the numerator is equal to the sum of (A) the final Per Share Cash Consideration in the case Merger and (B) the product of Common Units, (I) the Exchange Ratio in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any conversion the Merger and (II) the average of Series G Preferred Units. Instead, the number of Series K Preferred Units or Common Units to be issued upon each conversion shall be rounded to Corporation’s closing sales prices per share for the nearest whole number of Series K Preferred Units or Common Units, as applicable. A Series G Preferred Unit shall entitle its holder to convert such Unit into either, ten consecutive trading days immediately preceding but not both, including the date on which the effective time of Series K Preferred Units or Common Units. If a holder the Merger occurs and (y) the denominator is the average of a Series G Preferred Unit makes no election the Corporation’s closing sales prices per share for the ten consecutive trading days immediately preceding but not including the date on whether to receive Series K Preferred Units or Common Units, such holder shall receive Series K Preferred Units upon conversion in accordance with this paragraphwhich the effective time of the Merger occurs.
Appears in 2 contracts
Samples: Merger Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp)
Conversion Rights. Holders The holders of Series G the Preferred Units Shares shall have the right to convert all or a portion of such Units into Series K Preferred Units or Common Units, as follows:
(a) Upon the occurrence of a Change of Control, a holder of Series G Preferred Units shall have the right (unless, prior to the Change of Control Conversion Date (as defined in Section 8(e) below), the Partnership has provided or provides irrevocable notice of its election to redeem the Series G Preferred Units as following rights described in Section 7 above, in which case such holder will only have the right below with respect to the Units of Series G Preferred Units not called for redemption (unless the Partnership defaults in the payment conversion of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect Preferred Shares into Ordinary Shares. Subject to the Units provisions of Series G Preferred Units subject to such default in paymentClause 9(d)(v), (1) to convert any whole number of Series G Preferred Units held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit shall be convertible on the Change of Control Conversion Date into the number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series K A-1 Preferred Units or Common Units (whichever is elected Share shall be the quotient of the Original Series A-1 Issue Price divided by the then-effective Series A-1 Conversion Price; (2) the number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series G A-2 Preferred UnitsShare shall be the quotient of the Original Series A-2 Issue Price divided by the then-effective Series A-2 Conversion Price; (3) the number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series A-3 Preferred Share shall be the quotient of the Original Series A-3 Issue Price divided by the then-effective Series A-3 Conversion Price; (4) the “number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series K B Preferred Unit Share shall be the quotient of the Original Series B Issue Price divided by the then-effective Series B Conversion Consideration” Price; (5) the number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series C Preferred Share shall be the quotient of the Original Series C Issue Price divided by the then-effective Series C Conversion Price; and (6) the number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series D Preferred Share shall be the quotient of the Original Series D Issue Price divided by the then-effective Series D Conversion Price. For the avoidance of doubt, subject to the provisions of Clause 9(d)(v), the initial conversion ratio for Series A-1 Preferred Shares to Ordinary Shares shall be 1:1, the initial conversion ratio for Series A-2 Preferred Shares to Ordinary Shares shall be 1:1, the initial conversion ratio for Series A-3 Preferred Shares to Ordinary Shares shall be 1:1; the initial conversion ratio for Series B Preferred Shares to Ordinary Shares shall be 1:1; the initial conversion ratio for Series C Preferred Shares to Ordinary Shares shall be 1:1; and the “Common Unit initial conversion ratio for Series D Preferred Shares to Ordinary Shares shall be 1:1, each subject to adjustment based on adjustments of the Series A-1 Conversion Consideration,” as applicable) equal to the lesser of (i) the quotient obtained by dividing (A) the product of (y) the $25.00 per Unit liquidation preference amountPrice, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon toSeries A-2 Conversion Price, but not includingSeries A-3 Conversion Price, the Change of Control Series B Conversion Date (unless the Change of Control Price, Series C Conversion Date is after a record date for a Series G Preferred Unit distribution payment and prior to the corresponding Series G Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) and (z) the Conversion Factor (as then in effect and as defined in the Partnership Agreement) by (B) the Class A Stock Price or Class C Stock Series D Conversion Price, as applicable (such quotient, the “Applicable Conversion RatePrice” and each a “Conversion Price”); or (ii) [2.4679]3 (the “Series K Unit Cap”) in the case of Series K Preferred Units and 2.4679 (the “Common Unit Cap”) in the case of Common Units, in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any conversion of Series G Preferred Units. Instead, the number of Series K Preferred Units or Common Units to be issued upon each conversion shall be rounded to the nearest whole number of Series K Preferred Units or Common Units, as applicable. A Series G Preferred Unit shall entitle its holder to convert such Unit into either, but not both, of Series K Preferred Units or Common Units. If a holder of a Series G Preferred Unit makes no election on whether to receive Series K Preferred Units or Common Units, such holder shall receive Series K Preferred Units upon conversion in accordance with this paragraph.set forth below:
Appears in 2 contracts
Samples: Series D Preferred Share Purchase Agreement (Momo Inc.), Series D Preferred Share Purchase Agreement (Momo Inc.)
Conversion Rights. Holders The holders of Series G the Preferred Units Shares shall have the right to convert all or a portion of such Units into Series K Preferred Units or Common Units, as follows:
(a) Upon the occurrence of a Change of Control, a holder of Series G Preferred Units shall have the right (unless, prior to the Change of Control Conversion Date (as defined in Section 8(e) below), the Partnership has provided or provides irrevocable notice of its election to redeem the Series G Preferred Units as following rights described in Section 7 above, in which case such holder will only have the right below with respect to the Units of Series G Preferred Units not called for redemption (unless the Partnership defaults in the payment conversion of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect Preferred Shares into Ordinary Shares. Subject to the Units provisions of Series G Preferred Units subject to such default in paymentClause 9(d)(v), (1) to convert any whole number of Series G Preferred Units held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit shall be convertible on the Change of Control Conversion Date into the number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series K A-1 Preferred Units or Common Units (whichever is elected Share shall be the quotient of the Original Series A-1 Issue Price divided by the then-effective Series A-1 Conversion Price; (2) the number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series G A-2 Preferred UnitsShare shall be the quotient of the Original Series A-2 Issue Price divided by the then-effective Series A-2 Conversion Price; (3) the number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series A-3 Preferred Share shall be the quotient of the Original Series A-3 Issue Price divided by the then-effective Series A-3 Conversion Price; (4) the “number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series K B Preferred Unit Share shall be the quotient of the Original Series B Issue Price divided by the then-effective Series B Conversion Consideration” Price; and (5) the number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series C Preferred Share shall be the quotient of the Original Series C Issue Price divided by the then-effective Series C Conversion Price. For the avoidance of doubt, subject to the provisions of Clause 9(d)(v), the initial conversion ratio for Series A-1 Preferred Shares to Ordinary Shares shall be 1:1, the initial conversion ratio for Series A-2 Preferred Shares to Ordinary Shares shall be 1:1, the initial conversion ratio for Series A-3 Preferred Shares to Ordinary Shares shall be 1:1; the initial conversion ratio for Series B Preferred Shares to Ordinary Shares shall be 1:1; and the “Common Unit initial conversion ratio for Series C Preferred Shares to Ordinary Shares shall be 1:1, each subject to adjustment based on adjustments of the Series A-1 Conversion Consideration,” as applicable) equal to the lesser of (i) the quotient obtained by dividing (A) the product of (y) the $25.00 per Unit liquidation preference amountPrice, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon toSeries A-2 Conversion Price, but not includingSeries A-3 Conversion Price, the Change of Control Series B Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G Preferred Unit distribution payment and prior to the corresponding Series G Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) and (z) the Conversion Factor (as then in effect and as defined in the Partnership Agreement) by (B) the Class A Stock Price or Class Series C Stock Conversion Price, as applicable (such quotient, the “Applicable Conversion RatePrice” and each a “Conversion Price”); or (ii) [2.4679]3 (the “Series K Unit Cap”) in the case of Series K Preferred Units and 2.4679 (the “Common Unit Cap”) in the case of Common Units, in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any conversion of Series G Preferred Units. Instead, the number of Series K Preferred Units or Common Units to be issued upon each conversion shall be rounded to the nearest whole number of Series K Preferred Units or Common Units, as applicable. A Series G Preferred Unit shall entitle its holder to convert such Unit into either, but not both, of Series K Preferred Units or Common Units. If a holder of a Series G Preferred Unit makes no election on whether to receive Series K Preferred Units or Common Units, such holder shall receive Series K Preferred Units upon conversion in accordance with this paragraph.set forth below:
Appears in 2 contracts
Samples: Series C Preferred Share Purchase Agreement (Momo Inc.), Series C Preferred Share Purchase Agreement (Momo Inc.)
Conversion Rights. Holders of Series G Preferred Units shall have the right to convert all or a portion of such Units into Series K Preferred Units or Common Units, as follows:
(a) Upon the occurrence of a Change of Control, a holder of Series G Preferred Units shall have the right (unless, prior to the Change of Control Conversion Date (as defined in Section 8(e) below), the Partnership has provided or provides irrevocable notice of its election to redeem the Series G Preferred Units as described in Section 7 above, in which case such holder will only have the right with respect to the Units of Series G Preferred Units not called for redemption (unless the Partnership defaults in the payment of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect to the Units of Series G Preferred Units subject to such default in payment)) to convert any whole number of Series G Preferred Units held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit shall be convertible on the Change of Control Conversion Date into the number of Series K Preferred Units or Common Units (whichever is elected by the holder of Series G Preferred Units) (the “Series K Preferred Unit Conversion Consideration” and the “Common Unit Conversion Consideration,” as applicable) equal to the lesser of (i) the quotient obtained by dividing (A) the product of (y) the $25.00 per Unit liquidation preference amount, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G Preferred Unit distribution payment and prior to the corresponding Series G Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) and (z) the Conversion Factor (as then in effect and as defined in the Partnership Agreement) by (B) the Class A Stock Price or Class C Stock Price, as applicable (such quotient, the “Conversion Rate”); or (ii) [2.4679]3 2.738663603 (the “Series K Unit Cap”) in the case of Series K Preferred Units and 2.4679 (the “Common Unit Cap”) in the case of Common Units, in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any conversion of Series G Preferred Units. Instead, the number of Series K Preferred Units or Common Units to be issued upon each conversion shall be rounded to the nearest whole number of Series K Preferred Units or Common Units, as applicable. A Series G Preferred Unit shall entitle its holder to convert such Unit into either, but not both, of Series K Preferred Units or Common Units. If a holder of a Series G Preferred Unit makes no election on whether to receive Series K Preferred Units or Common Units, such holder shall receive Series K Preferred Units upon conversion in accordance with this paragraph.
(b) Each of the Series K Unit Cap and the Common Unit Cap, as applicable, is subject to pro rata adjustments from time to time:
(i) If the Partnership shall, after the date on which the Series G Preferred Units are first issued, (i) pay or make a distribution of Series K Preferred Units or Common Units to holders of partnership interests or Units, (ii) subdivide its outstanding Series K Preferred Units or Common Units into a greater number of Series K Preferred Units or Units, as applicable, or distribute Series K Preferred Units or Common Units to the holders thereof, (iii) combine its outstanding Series K Preferred Units or Common Units into a smaller number of Units or (iv) issue any partnership interests or Units by reclassification of its Series K Preferred Units or Common Units (each, an “Adjustment Event”), then upon such Adjustment Event, the Series K Unit Cap or the Common Unit Cap, as applicable, shall be adjusted. The adjusted Series K Unit Cap shall be the product obtained by multiplying (i) the Series K Unit Cap in effect immediately prior to such Adjustment Event by (ii) a fraction, the numerator of which is the number of Series K Preferred Units outstanding after giving effect to such Adjustment Event and the denominator of which is the number of Series K Preferred Units outstanding immediately prior to such Adjustment Event. The adjusted Common Unit Cap shall be the product obtained by multiplying (i) the Common Unit Cap in effect immediately prior to such Adjustment Event by (ii) a fraction, the numerator of which is the number of Common Units outstanding after giving effect to such Adjustment Event and the denominator of which is the number of Common Units outstanding immediately prior to such Adjustment Event. The adjustment provided by this Section 8(b) shall adjust the Series K Unit Cap or the Common Unit Cap, as applicable, upon an Adjustment Event so that the holder of any Series G Preferred Unit thereafter surrendered for conversion shall be entitled to receive the number of Series K Preferred Units, Common Units or other partnership interests or securities that such holder would have owned or have been entitled to receive after the happening of any of the Adjustment Events described above had such Series G Preferred Unit been converted immediately prior to the record date in the case of a distribution or the effective date in the case of a subdivision, combination or reclassification.
(ii) For the avoidance of doubt, subject to the immediately succeeding sentence, (A) the aggregate number of Series K Preferred Units issuable in connection with the exercise of the Change of Control Conversion Right shall not exceed 28,380,850 Series K Preferred Units (the “Series K Exchange Cap”) and (B) the aggregate number of Common Units issuable in connection with the exercise of the Change of Control Conversion Right shall not exceed 28,380,850 Common Units (the “Common Exchange Cap”). The Series K Exchange Cap and the Common Exchange Cap are each subject to pro rata adjustments for any Adjustment Event on the same basis as the corresponding adjustments to the Unit Cap.
(c) Within fifteen (15) days following the occurrence of a Change of Control, the Partnership shall provide to the holders of the Series G Preferred Units a notice of occurrence of the Change of Control the describes the resulting Change of Control Conversion Right. This notice shall state the following:
(i) the events constituting the Change of Control;
(ii) the date of the Change of Control;
(iii) the last date on which the holders of Series G Preferred Units may exercise their Change of Control Conversion Right;
(iv) the method and period for calculating the Class A Stock Price and the Class C Stock Price, as applicable;
(v) the Change of Control Date;
(vi) that if, prior to the Change of Control Conversion Date, the Partnership has provided or provides irrevocable notice of the election to redeem all or any portion of the Series G Preferred Units, holders will not be able to convert Series G Preferred Units designated for redemption and such Units will be redeemed on the related redemption date, even if such Units have already been tendered for conversion pursuant to the Change of Control Conversion Right (unless the Partnership defaults in payment of the redemption price and all accumulated and unpaid dividends);
(vii) the procedures that the holders of the Series G Preferred Units must follow to exercise the Change of Control Conversion Right; and
(viii) the last date on which holders of Series G Preferred Units may withdraw Units surrendered for conversion and the procedures such holders must follow to effect such a withdrawal.
(d) To exercise the Change of Control Conversion Right, the holders of the Series G Preferred Units shall be required to deliver, on or before the close of business on the Change of Control Conversion Date, a conversion notice to the Partnership stating the relevant Change of Control Conversion Date, the number of Units of Series G Preferred Units to be converted, any election to receive Common Unit Conversion Consideration in lieu of Series K Preferred Unit Conversion Consideration, and that the Series G Preferred Units are to be converted pursuant to the applicable provisions of the Series G Preferred Units.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Brookfield Property REIT Inc.), Limited Partnership Agreement (Brookfield Property REIT Inc.)
Conversion Rights. Holders (A) Notwithstanding any other provision of Series G this Agreement to the contrary, holders of the Class B Convertible Preferred Units shall have the right to convert all or a portion of such Units into Series K Class B Convertible Preferred Units or at any time and from time to time into Common UnitsUnits at an initial conversion rate of one Common Unit per one Class B Convertible Preferred Unit (the “Conversion Ratio”), as follows:
equivalent to an initial conversion price equal to the Class B Per Unit Purchase Price per Common Unit (athe “Conversion Price”), at any time prior to the close of business on the business day immediately preceding conversion (the “Holder Conversion Right”). The Conversion Ratio (and the Conversion Price) Upon shall be adjusted upon the occurrence of a Change of Controlcertain events as set forth in Section 5.10(b)(xiii).
(B) In order to exercise the Holder Conversion Right, a the holder of Series G any Class B Convertible Preferred Unit to be converted shall surrender the Certificate representing such Class B Convertible Preferred Unit, duly endorsed or assigned to the Partnership or in blank, at any office or agency of the Partnership maintained for that purpose (which may be the Transfer Agent), accompanied by a duly signed notice (a “Holder Conversion Notice”) substantially in the form provided in Exhibit C hereto, stating that the holder of Class B Convertible Preferred Units elects to convert the Class B Convertible Preferred Units represented by such Certificate, or, if less than the entire number of Class B Convertible Preferred Units represented by such Certificate are to be converted, the number of such Class B Convertible Preferred Units to be converted. Any such delivery of Certificates and the Holder Conversion Notice shall be irrevocable. Only whole numbers of Class B Convertible Preferred Units may be converted.
(C) Commencing on May 22, 2015 (i) in the event the 30-day VWAP and the daily VWAP of the Common Units on the National Securities Exchange on which the Common Units are listed or admitted to trading exceeds 130% of the then applicable Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Day period used to calculate the 30-day VWAP (the “Partnership Mandatory Conversion Event”), the Partnership (acting pursuant to direction and approval of the Conflicts Committee (following consultation with the full Board of Directors)), shall have the right to convert the Class B Convertible Preferred Units then outstanding in whole or in part into Common Units at the then-applicable Conversion Ratio (unlessthe “Partnership Mandatory Conversion Right”).
(D) Any Common Units delivered as a result of conversion pursuant to this Section 5.10(b)(ix) shall be validly issued, fully paid and non-assessable, free and clear of any liens, claims, rights or encumbrances other than those arising under the Xxxxxxxx Islands Act, applicable securities laws or this Agreement, or created by the holders thereof. Immediately following any conversion, the rights of the holders of converted Class B Convertible Preferred Units, including any accrual of distributions, shall cease and the Persons entitled to receive the Common Units upon the conversion of Class B Convertible Preferred Units shall be treated for all purposes as having become the owners of such Common Units; provided, however, that such holder shall be entitled to receive any accrued but unpaid distributions due with respect to such Unit on or as of the prior Class B Convertible Preferred Unit Distribution Payment Date.
(E) In order to exercise the Change of Control Partnership Mandatory Conversion Date (as defined in Section 8(e) below)Right, the Partnership has provided or provides irrevocable shall give written notice (a “Partnership Mandatory Conversion Notice”) to each holder of its election to redeem the Series G Class B Convertible Preferred Units as described substantially in Section 7 abovethe form of Exhibit D attached hereto stating that the Partnership Mandatory Conversion Event has occurred, in which case and the Partnership elects to force conversion of such holder will only have the right with respect to the Units of Series G Class B Convertible Preferred Units not called for redemption (unless the Partnership defaults in the payment of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect pursuant to the Units of Series G Preferred Units subject to such default in paymentSection 5.10(b)(ix)(C)) to convert any whole number of Series G Preferred Units held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit Such notice shall be convertible on the Change of Control Conversion Date into the number of Series K Preferred Units or Common Units (whichever is elected by the holder of Series G Preferred Units) (the “Series K Preferred Unit Conversion Consideration” and the “Common Unit Conversion Consideration,” as applicable) equal to the lesser of state therein (i) the quotient obtained by dividing (A) the product number of (y) the $25.00 per Unit liquidation preference amount, plus an amount equal Class B Convertible Preferred Units to all distributions (whether or not earned or declared) accrued be converted and unpaid thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G Preferred Unit distribution payment and prior to the corresponding Series G Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) and (z) the Conversion Factor (as then in effect and as defined in the Partnership Agreement) by (B) the Class A Stock Price or Class C Stock Price, as applicable (such quotient, the “Conversion Rate”); or (ii) [2.4679]3 (the “Series K Unit Cap”) in the case Partnership’s computation of Series K Preferred Units and 2.4679 (the “Common Unit Cap”) in the case of Common Units, in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any conversion of Series G Preferred Units. Instead, the number of Series K Common Units to be received by the holder in connection with the Class B Convertible Preferred Units Unit Conversion Date. In addition, if a holder does not provide written notice to the Partnership of the name or names in which such holder wishes the Certificate(s) for Common Units to be issued upon each conversion within three Trading Days after the Partnership Mandatory Conversion Notice is given, then the Certificate(s) for Common Units shall be rounded issued to the nearest whole number Record Holder of Series K such Class B Convertible Preferred Units or Common Units, as applicable. A Series G .
(F) If the Class B Convertible Preferred Unit Conversion Date with respect to a Class B Convertible Preferred Unit occurs during the period from the close of business on any Record Date next preceding any Class B Convertible Preferred Unit Distribution Payment Date to the opening of business on such distribution date, the distribution payable in respect of a Class B Convertible Preferred Unit on such Class B Convertible Preferred Unit Distribution Payment Date shall entitle its be paid to the holder of such Class B Convertible Preferred Unit on the applicable Record Date, notwithstanding that the Class B Convertible Preferred Unit Conversion Date with respect to convert such Class B Convertible Preferred Unit into either, but not both, of Series K Preferred Units or Common Unitshas occurred. If a holder of a Series G the Class B Convertible Preferred Unit makes no election Conversion Date with respect to a Class B Convertible Preferred Unit occurs prior to a Record Date for distributions on whether to receive Series K the Class B Convertible Preferred Units or Common Units, such Class B Convertible Preferred Unit will, as provided below, have been deemed transferred to the Partnership and cancelled on such Class B Convertible Preferred Unit Conversion Date, and therefore no distribution in respect of a Class B Convertible Preferred Unit will be made on the cancelled Class B Convertible Preferred Unit on the related distribution date, whether or not the Partnership has yet delivered to the holder shall receive Series K of such Class B Convertible Preferred Units the Certificates representing Common Units deliverable upon the conversion; provided, that for the avoidance of doubt, holders of Class B Convertible Preferred Units converted into Common Units pursuant to the Partnership Mandatory Conversion Right shall be entitled to receive any distribution on the converted Common Units for the Quarter in which the Partnership Mandatory Conversion Notice is received and any accrued but unpaid distributions due with respect to such Units on or as of the prior Class B Convertible Preferred Unit Distribution Payment Date.
(G) Any Class B Convertible Preferred Units being converted shall be deemed to have been converted on the Class B Convertible Preferred Unit Conversion Date, and at such time the rights of the holder of such Class B Convertible Preferred Units as holder of Class B Convertible Preferred Units shall cease, including any rights under this Agreement, except such Person shall continue to be owed any accrued but unpaid distributions due with respect to such Class B Convertible Preferred Units on or as of the prior Class B Convertible Preferred Unit Distribution Payment Date, shall continue to be a Limited Partner and shall have the right to receive Common Units from the Partnership upon conversion for such Class B Convertible Preferred Units in accordance with this paragraph.Section 5.10(b)(ix), and such Class B Convertible Preferred Units shall, upon the
Appears in 1 contract
Samples: Second Amended and Restated Agreement of Limited Partnership (Capital Product Partners L.P.)
Conversion Rights. Holders The Series A Preferred Units are not convertible into or exchangeable for any other property or securities of the Partnership, except as provided in Articles 8 and 9 of the Agreement and in this Section 6.
(a) Subject to the Partnership’s redemption rights under Section 5, at the option of the holder of Series G A Preferred Units Units, any time after the earlier of (i) five years from the First Issuance Date, or if the Second Issuance occurs, five years from the Second Issuance Date or (ii) a Change of Control, such holder shall have the right to convert (the “Conversion Right”) any or all or a portion of such the holder's Series A Preferred Units into Common Units at a per share conversion rate equal to the Liquidation Amount divided by the then Common Unit Fair Market Value (the “Conversion Price”); provided, however, that no Series K A Preferred Units or Common Units, as follows:
(a) Upon the occurrence of a Change of Control, a holder of Series G Preferred Units shall have the right (unless, prior to the Change of Control may be converted on any Conversion Date (as defined below) pursuant to this Section 6 unless at least 1,000 Series A Preferred Units, in Section 8(ethe aggregate, are converted by one or more holders thereof.
(b) belowA holder of Series A Preferred Units desiring to exercise its Conversion Right must deliver, on or before the close of business on the Conversion Date, the certificates (if any) evidencing the Series A Preferred Units to be converted, duly endorsed for transfer (or an affidavit of loss and indemnity satisfactory to the Partnership), the Partnership has provided or provides irrevocable together with a written conversion notice of its election to redeem the Series G Preferred Units as described in Section 7 above, in which case such holder will only have the right with respect to the Units of Series G Preferred Units not called for redemption (unless the Partnership defaults in the payment of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect to the Units of Series G Preferred Units subject to such default in payment)) to convert any whole number of Series G Preferred Units held by such holder (the “Change of Control Conversion RightNotice”) into in the form approved by the Partnership, duly completed, to the Partnership by certified mail postage prepaid to the Partnership’s principal office c/o the General Partner. The Conversion Notice must state: (i) the date the holder proposes to convert the Series K A Preferred Units or into Common Units. Each Series G Preferred Unit shall be convertible on Units (the Change of Control “Conversion Date”); provided, however, that the Conversion Date into must be a Business Day and may not be less than five nor more than 15 days after the date the Conversion Notice is delivered to the Partnership, or in the event that holders of 15% or more of the then outstanding Series A Preferred Unis provide a Conversion Notice to the Partnership, the Conversion Date may not be less than 30 days after the date the Conversion Notice is delivered to the Partnership; (ii) the number of Series K A Preferred Units or Common to be converted; and (iii) that the Series A Preferred Units (whichever is elected by the holder of Series G Preferred Units) (the “Series K Preferred Unit Conversion Consideration” and the “Common Unit Conversion Consideration,” as applicable) equal are to be converted pursuant to the lesser applicable provisions hereof. Subject to the terms of (i) the quotient obtained by dividing (A) the product this Designation of (y) the $25.00 per Unit liquidation preference amount, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to, but not includingRights, the Change of Control Conversion Date (unless Partnership’s obligation to convert the Change of Control Conversion Date is after a record date for a Series G A Preferred Unit distribution payment and prior to the corresponding Series G Preferred Unit distribution payment date, in which case no additional amount Units shall be extended for such accumulated and unpaid distribution will period of time as may be included in this sumreasonably necessary for the parties to comply with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976.
(c) and (z) the Conversion Factor (as then in effect and as defined in the Partnership Agreement) by (B) the Class A Stock Price or Class C Stock Price, as applicable (such quotient, the “Conversion Rate”); or (ii) [2.4679]3 (the “Series K Unit Cap”) in the case of Series K Preferred Units and 2.4679 (the “Common Unit Cap”) in the case of Common Units, in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any the conversion of the Series G A Preferred UnitsUnits in connection with a Conversion Right. Instead, the Partnership will make a cash payment (computed to the nearest cent) equal to the value of such fractional Common Unit based upon the Conversion Price.
(d) At the Partnership’s option, upon the exercise of the Conversion Right by a holder of Series A Preferred Units and upon written notice to the holder delivered not later than three Business Days prior to the Conversion Date, in lieu of issuing the requisite number of Series K Preferred Units or Common Units to the converting holder of Series A Preferred Units in accordance with Section 6(a) above, the Partnership may elect to make a cash payment to the converting holder of Series A Preferred Units in an amount equal to the product of (1) the Conversion Price and (2) the number of Common Units that would have been otherwise issued to the converting holder of Series A Preferred Units. In such a case, the holder shall only have the right to such payment and shall cease to have any further rights as a unitholder of the Partnership.
(e) Any conversion or redemption pursuant to this Section 6 shall be effective as of the close of business on the Conversion Date. To the extent that any Series A Preferred Units to be converted or redeemed pursuant to this Section 6 are certificated, if fewer than all the units evidenced by any such certificate are to be converted or redeemed, a new certificate shall be issued upon each conversion shall be rounded evidencing the units that have not been converted or redeemed.
(f) Notwithstanding anything to the nearest whole number contrary contained herein, no holder of Series K A Preferred Units will be entitled to exercise a Conversion Right if (i) in the opinion of counsel for the Partnership, the General Partner would no longer qualify as a REIT or its status as a REIT may be compromised as a result of such conversion; or (ii) such conversion would, in the opinion of counsel for the Partnership, constitute or be likely to constitute a violation of applicable securities laws. Notwithstanding the foregoing, upon the exercise of the Conversion Right by a holder of Series A Preferred Units in accordance with Section 6 of this Designation of Rights, the Partnership will use reasonable efforts to satisfy the conditions set forth in Section 6(f)(i) and (ii) of this Designation of Rights.
(g) The Partnership shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized and unissued Common Units, as applicable. solely for the purpose of effecting conversion of the Series A Preferred Units, the full number of Common Units deliverable upon the conversion of all outstanding Series G A Preferred Unit Units not theretofore converted into Common Units.
(h) The Partnership shall entitle its holder pay any documentary stamp or similar issue or transfer taxes required to convert such Unit into either, but not both, be paid by the Partnership under applicable law in respect of the issue or delivery of Common Units on conversion of Series K A Preferred Units or Common Unitspursuant hereto. If a The converting holder of a the Series G Preferred Unit makes no election on whether to receive Series K A Preferred Units shall pay any documentary stamp or Common Units, similar issue or transfer taxes required to be paid by such holder shall receive of the Series K A Preferred Units upon under applicable law in respect of the issue or delivery of Common Units on conversion in accordance with this paragraphof Series A Preferred Units pursuant hereto.
Appears in 1 contract
Samples: Limited Partnership Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Conversion Rights. Holders of Series G Preferred Units shall have the right to convert all (a) All or a portion of such the Class A Interest shall be deemed to have automatically converted into Conversion Units into upon any conversion of the Series K A Preferred Units or Common UnitsStock as provided in the Articles Supplementary (the "CONVERSION RIGHT"). In the event that any holder of the Series A Preferred Stock has exercised its Conversion Right, as follows:
the General Partner shall notify the holders of the Class A Interest that their interest shall automatically be converted on a pro rata basis with respect to that portion of the Class A Interest corresponding to the number of shares of Series A Preferred Stock that are to be converted (a) Upon the occurrence "CONVERSION NOTICE"). Within 10 days after the giving of a Change of Control, a holder of Series G Preferred Units shall have Conversion Notice (the right (unless, prior to the Change of Control Conversion Date (as defined in Section 8(e) below"CONVERSION DATE"), the Partnership has General Partner will notify each holder of the Class A Interest of the number of Units issuable upon the conversion of the portion of the Class A Interest specified in such Conversion Notice. Any fractional Unit arising upon a conversion will be settled as provided or provides irrevocable notice of its election to redeem the Series G Preferred Units as described in Section 7 above, in which case such 10.06(e). The portion of the Class A Interest so redeemed will no longer be deemed to be outstanding and all rights of the holder will only have the right with respect to the Units of Series G Preferred Units not called for redemption (unless the Partnership defaults in the payment that potion of the redemption price Class A Interest so converted will immediately terminate, except the right to receive Units and accumulated any unpaid Accrued Return and/or other accumulated, accrued and unpaid distributions in which case such holder will again have a conversion right with respect to the Units of Series G Preferred Units subject to such default in payment)distributions.
(b) to convert any whole number of Series G Preferred Units held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit shall be convertible on the Change of Control Conversion Date into the number of Series K Preferred Units or Common Units (whichever is elected by Upon each conversion, the holder of Series G Preferred Units) (the “Series K Preferred Unit shares of Class A Interest so converted will receive that number of Conversion Consideration” and Units as shall equal the “Common Unit Conversion Consideration,” as applicable) equal to the lesser product of (i) the quotient obtained percentage determined by dividing (A) the product number of (y) shares of Series A Preferred Stock so converted by the $25.00 per Unit liquidation preference amount, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to, but not including, 1,666,667 shares of the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G A Preferred Unit distribution payment and prior to the corresponding Series G Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) Stock originally issued hereby and (zii) $35,000,000, divided by the Conversion Factor (Price, for the shares of Class A Preferred Stock determined in accordance with the Articles Supplementary, which as then in effect of December 1, 1999 was $21.00, and is subject to adjustment as defined provided in the Partnership AgreementArticles Supplementary (the "CONVERSION PRICE").
(c) by (B) The General Partner will at all times reserve and keep available, free from preemptive rights, for the purpose of effecting conversion of the Class A Stock Price or Class C Stock Price, as applicable (such quotientInterest, the “Conversion Rate”maximum number of Units which the General Partner would be required to deliver upon the conversion of all the outstanding Class A Interest. For the purpose of this Section 10.06(c); or , the number of Units which the General Partner would be required to deliver upon the conversion of all of the Class A Interest will be computed as if at the time of the computation all the outstanding Class A Interest were held by a single holder.
(iid) [2.4679]3 (the “Series K Unit Cap”) in the case of Series K Preferred Units and 2.4679 (the “Common Unit Cap”) in the case of Common Units, in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any conversion of Series G Preferred Unitsthe Class A Interest. InsteadAny fractional Unit resulting from conversion of the Class A Interest will be paid in cash (computed to the nearest cent) based on the Market Value of the HP Shares on the trading day next preceding the Conversion Date.
(e) With respect to Conversion Dates occurring on or after December 31, 2001, a holder of the number of Series K Preferred Units or Common Class A Interest so converted shall receive, in addition to the Units to be issued upon each conversion pursuant to Section 10.06(b), that additional number of Units, if any, as shall be rounded necessary in order that such holder will receive, on the next date on which distributions are paid by the General Partner with respect to the nearest whole number of Series K Preferred Units or Common Units, distributions equal to $.4725 per share of the Conversion Units converted, assuming that the distribution paid per Unit did at the time of conversion not change from the distribution paid on the payment date immediately preceding the Conversion Date.
(f) Except as applicableotherwise provided in Sections 10.06(a) and (b), the Class A Interest shall not be convertible in to any other securities of the Partnership or the General Partner. A Series G Preferred Unit shall entitle its holder to convert such Unit into either, but not both, of Series K Preferred Units or Common Units. If a holder of a Series G Preferred Unit makes no election on whether to receive Series K Preferred Units or Common Units, such holder shall receive Series K Preferred Units upon conversion in accordance with this paragraphSection 10.07.
Appears in 1 contract
Samples: Second Amended and Restated Agreement of Limited Partnership (Home Properties of New York Inc)
Conversion Rights. Holders The Series A Preferred Units are not convertible into or exchangeable for any other property or securities of the Partnership, except as provided in Articles 8 and 9 of the Agreement and in this Section 6.
(a) Subject to the Partnership’s redemption rights under Section 5, at the option of the holder of Series G A Preferred Units Units, any time after the earlier of (i) five years from the First Issuance Date, or if the Second Issuance occurs, five years from the Second Issuance Date or (ii) a Change of Control, such holder shall have the right to convert (the “Conversion Right”) any or all or a portion of such the holder’s Series A Preferred Units into Common Units at a per share conversion rate equal to the Liquidation Amount divided by the then Common Unit Fair Market Value (the “Conversion Price”); provided, however, that no Series K A Preferred Units or Common Units, as follows:
(a) Upon the occurrence of a Change of Control, a holder of Series G Preferred Units shall have the right (unless, prior to the Change of Control may be converted on any Conversion Date (as defined below) pursuant to this Section 6 unless at least 1,000 Series A Preferred Units, in Section 8(ethe aggregate, are converted by one or more holders thereof.
(b) belowA holder of Series A Preferred Units desiring to exercise its Conversion Right must deliver, on or before the close of business on the Conversion Date, the certificates (if any) evidencing the Series A Preferred Units to be converted, duly endorsed for transfer (or an affidavit of loss and indemnity satisfactory to the Partnership), the Partnership has provided or provides irrevocable together with a written conversion notice of its election to redeem the Series G Preferred Units as described in Section 7 above, in which case such holder will only have the right with respect to the Units of Series G Preferred Units not called for redemption (unless the Partnership defaults in the payment of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect to the Units of Series G Preferred Units subject to such default in payment)) to convert any whole number of Series G Preferred Units held by such holder (the “Change of Control Conversion RightNotice”) into in the form approved by the Partnership, duly completed, to the Partnership by certified mail postage prepaid to the Partnership’s principal office c/o the General Partner. The Conversion Notice must state: (i) the date the holder proposes to convert the Series K A Preferred Units or into Common Units. Each Series G Preferred Unit shall be convertible on Units (the Change of Control “Conversion Date”); provided, however, that the Conversion Date into must be a Business Day and may not be less than five nor more than 15 days after the date the Conversion Notice is delivered to the Partnership, or in the event that holders of 15% or more of the then outstanding Series A Preferred Unis provide a Conversion Notice to the Partnership, the Conversion Date may not be less than 30 days after the date the Conversion Notice is delivered to the Partnership; (ii) the number of Series K A Preferred Units or Common to be converted; and (iii) that the Series A Preferred Units (whichever is elected by the holder of Series G Preferred Units) (the “Series K Preferred Unit Conversion Consideration” and the “Common Unit Conversion Consideration,” as applicable) equal are to be converted pursuant to the lesser applicable provisions hereof. Subject to the terms of (i) the quotient obtained by dividing (A) the product this Designation of (y) the $25.00 per Unit liquidation preference amount, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to, but not includingRights, the Change of Control Conversion Date (unless Partnership’s obligation to convert the Change of Control Conversion Date is after a record date for a Series G A Preferred Unit distribution payment and prior to the corresponding Series G Preferred Unit distribution payment date, in which case no additional amount Units shall be extended for such accumulated and unpaid distribution will period of time as may be included in this sumreasonably necessary for the parties to comply with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976.
(c) and (z) the Conversion Factor (as then in effect and as defined in the Partnership Agreement) by (B) the Class A Stock Price or Class C Stock Price, as applicable (such quotient, the “Conversion Rate”); or (ii) [2.4679]3 (the “Series K Unit Cap”) in the case of Series K Preferred Units and 2.4679 (the “Common Unit Cap”) in the case of Common Units, in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any the conversion of the Series G A Preferred UnitsUnits in connection with a Conversion Right. Instead, the Partnership will make a cash payment (computed to the nearest cent) equal to the value of such fractional Common Unit based upon the Conversion Price.
(d) At the Partnership’s option, upon the exercise of the Conversion Right by a holder of Series A Preferred Units and upon written notice to the holder delivered not later than three Business Days prior to the Conversion Date, in lieu of issuing the requisite number of Series K Preferred Units or Common Units to the converting holder of Series A Preferred Units in accordance with Section 6(a) above, the Partnership may elect to make a cash payment to the converting holder of Series A Preferred Units in an amount equal to the product of (1) the Conversion Price and (2) the number of Common Units that would have been otherwise issued to the converting holder of Series A Preferred Units. In such a case, the holder shall only have the right to such payment and shall cease to have any further rights as a unitholder of the Partnership.
(e) Any conversion or redemption pursuant to this Section 6 shall be effective as of the close of business on the Conversion Date. To the extent that any Series A Preferred Units to be converted or redeemed pursuant to this Section 6 are certificated, if fewer than all the units evidenced by any such certificate are to be converted or redeemed, a new certificate shall be issued upon each conversion shall be rounded evidencing the units that have not been converted or redeemed.
(f) Notwithstanding anything to the nearest whole number contrary contained herein, no holder of Series K A Preferred Units will be entitled to exercise a Conversion Right if (i) in the opinion of counsel for the Partnership, the General Partner would no longer qualify as a REIT or its status as a REIT may be compromised as a result of such conversion; or (ii) such conversion would, in the opinion of counsel for the Partnership, constitute or be likely to constitute a violation of applicable securities laws. Notwithstanding the foregoing, upon the exercise of the Conversion Right by a holder of Series A Preferred Units in accordance with Section 6 of this Designation of Rights, the Partnership will use reasonable efforts to satisfy the conditions set forth in Section 6(f)(i) and (ii) of this Designation of Rights.
(g) The Partnership shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized and unissued Common Units, as applicable. solely for the purpose of effecting conversion of the Series A Preferred Units, the full number of Common Units deliverable upon the conversion of all outstanding Series G A Preferred Unit Units not theretofore converted into Common Units.
(h) The Partnership shall entitle its holder pay any documentary stamp or similar issue or transfer taxes required to convert such Unit into either, but not both, be paid by the Partnership under applicable law in respect of the issue or delivery of Common Units on conversion of Series K A Preferred Units or Common Unitspursuant hereto. If a The converting holder of a the Series G Preferred Unit makes no election on whether to receive Series K A Preferred Units shall pay any documentary stamp or Common Units, similar issue or transfer taxes required to be paid by such holder shall receive of the Series K A Preferred Units upon under applicable law in respect of the issue or delivery of Common Units on conversion in accordance with this paragraphof Series A Preferred Units pursuant hereto.
Appears in 1 contract
Samples: Limited Partnership Agreement (Griffin Realty Trust)
Conversion Rights. Holders of Series G Preferred Units shall have the right to convert all or a portion of such Units into Series K Preferred Units or Common Units, as follows:
(a) Upon the occurrence of a Change of Control, a each holder of Series G A Preferred Units Stock shall have the right (unless, prior to the Change of Control Conversion Date (as defined in Section 8(e) below)Date, the Partnership Corporation has provided or provides irrevocable notice of its election to redeem the Series G A Preferred Units Stock as described in Section 7 6 above, in which case such holder will only have the right with respect to the Units shares of Series G A Preferred Units Stock not called for redemption (unless the Partnership Corporation defaults in the payment of the redemption price and accumulated and unpaid distributions dividends in which case such holder will again have a conversion right with respect to the Units shares of Series G A Preferred Units Stock subject to such default in payment)) to convert any whole number some or all of the Series G A Preferred Units Stock held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit shall be convertible on the Change of Control Conversion Date into the a number of Series K Preferred Units shares of Class A Stock or Common Units Class C Stock (whichever class is elected by the holder of Series G A Preferred UnitsStock) per share of Series A Preferred Stock (the “Series K Preferred Unit Class A Stock Conversion Consideration” and the “Common Unit Class C Stock Conversion Consideration,” as applicable) ), which is equal to the lesser of of:
(i) the quotient obtained by dividing (Ai) the product sum of (y) the $25.00 per Unit liquidation preference amount, plus an the amount equal to all distributions of any accumulated and unpaid dividends (whether or not earned or declared) accrued and unpaid thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G A Preferred Unit distribution Stock dividend payment and prior to the corresponding Series G A Preferred Unit distribution Stock dividend payment date, in which case no additional amount for such accumulated and unpaid distribution dividend will be included in this sum) and (z) the Conversion Factor (as then in effect and as defined in the Partnership Agreement) by (Bii) the Class A Stock Price or Class C Stock Price, as applicable (such quotient, the “Conversion Rate”); or and
(ii) [2.4679]3 the product of 2.4679 multiplied by the Adjustment Amount (the “Series K Unit Class A Share Cap”) in the case of Series K Preferred Units shares of Class A Stock and 2.4679 (the “Common Unit Class C Share Cap”) in the case of Common Unitsshares of Class C Stock, in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any conversion A share of Series G A Preferred Units. Instead, the number of Series K Preferred Units or Common Units to be issued upon each conversion shall be rounded to the nearest whole number of Series K Preferred Units or Common Units, as applicable. A Series G Preferred Unit Stock shall entitle its holder to convert such Unit share into either, but not both, of Series K Preferred Units Class A Stock or Common UnitsClass C Stock. If a holder of a Series G A Preferred Unit Stock makes no election on whether to receive Series K Preferred Units Class A Stock or Common UnitsClass C Stock, such holder shall receive Series K Preferred Units Class A Stock upon conversion in accordance with this paragraph.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brookfield Asset Management Inc.)
Conversion Rights. Holders (A) Except as set forth herein the Series B Preference Shares shall not be convertible into any other class of Series G Preferred Units shall have the right to convert all or a portion of such Units into Series K Preferred Units or Common Units, as follows:Company’s capital shares.
(aB) Upon the occurrence of a Change of Control, a each holder of Depositary Shares representing interests in the Series G Preferred Units shall B Preference Shares will have the right (unless, prior to unless the Change of Control Conversion Date (as defined in Section 8(e) below), the Partnership Company has provided or provides irrevocable notice of its election to redeem the Series G Preferred Units as described in B Preference Shares pursuant to Section 7 above, in which case 10) to direct the depositary on such holder will only have the right with respect holder’s behalf to the Units convert some or all of Series G Preferred Units not called for redemption (unless the Partnership defaults such holder’s interest in the payment of Series B Preference Shares represented by the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect to the Units of Series G Preferred Units subject to such default in payment)) to convert any whole number of Series G Preferred Units Depositary Shares held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit shall be convertible on the Change of Control Conversion Date into the a number of Series K Preferred Units or Common Units (whichever is elected by the holder of Series G Preferred Units) Shares equal (the “Series K Preferred Unit Preference Shares Conversion Consideration” and the “Common Unit Conversion Consideration,” as applicable”) equal to the lesser of of:
(i) the quotient obtained by dividing (Ai) the product sum of (y) the $25.00 per Unit liquidation preference amount, per Depositary Share plus an the amount equal to all distributions (whether or not earned or declared) accrued of any accumulated and unpaid thereon distributions to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G Preferred Unit distribution B Preference Shares dividend payment and prior to the corresponding Series G Preferred Unit distribution B Preference Shares dividend payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) and by (zii) the Common Share Price, and
(ii) 1.4192, which is the quotient obtained by dividing (i) the $25.00 liquidation preference per Depositary Share by (ii) one-half of the closing price of the Common Shares on the NYSE on August 13, 2021, subject, in each case, to certain adjustments and provisions for the receipt of any Alternative Conversion Factor Consideration (as then in effect defined below) and as defined splits, combinations and distributions in the Partnership Agreementform of equity issuances.
(C) In the case of a Change of Control pursuant to which the Common Shares will be converted into cash, securities or other property or assets (including any combination thereof), a holder of Series B Preference Shares electing to exercise its Change of Control Conversion Right will receive upon conversion of such Series B Preference Shares elected by such holder the kind and amount of such consideration that such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of Common Shares equal to the Preference Shares Conversion Consideration immediately prior to the effective time of the Change of Control (B) the Class A Stock Price or Class C Stock Price, as applicable (such quotient, the “Alternative Conversion RateConsideration”); or (ii) [2.4679]3 (provided, however, that if the “Series K Unit Cap”) holders of Common Shares have the opportunity to elect the form of consideration to be received in the case Change of Control, the consideration that the holders of Series K Preferred Units B Preference Shares electing to exercise their Change of Control Conversion Right will receive will be the form and 2.4679 (proportion of the “aggregate consideration elected by the holders of Common Unit Cap”) Shares who participate in the case determination (based on the weighted average of elections) and will be subject to any limitations to which all holders of Common UnitsShares are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in each case subject to certain adjustments described below. No the Change of Control.
(D) The Company will not issue fractional Common Units will be issued Shares upon any the conversion of the Series G Preferred UnitsB Preference Shares. Instead, the Company will pay the cash value of such fractional Common Shares.
(E) If the Company provides a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption rights, holders of Series B Preference Shares will not have any right to convert the Series B Preference Shares that the Company has elected to redeem and any Series B Preference Shares subsequently selected for redemption that have been tendered for conversion pursuant to the Change of Control Conversion Right will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date.
(F) Within five days following the expiration of the Change of Control Redemption Period (or, if the Company waives its right to redeem the Series B Preference Shares prior to the expiration of the Change of Control Redemption Period, within five days following the date of such waiver), the Company will provide to the holders of the Series B Preference Shares written notice of the occurrence of the Change of Control that describes the resulting Change of Control Conversion Right. This notice will state the following: • the events constituting the Change of Control; • the date of the Change of Control; • the date on which the Change of Control Redemption Period expired or was waived; • the last date on which the holders of Series B Preference Shares may exercise their Change of Control Conversion Right; • the method and period for calculating the Common Share Price; • the Change of Control Conversion Date; • if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per Series B Preference Shares; and • the procedure that the holders of Series B Preference Shares must follow to exercise the Change of Control Conversion Right. The Company will issue a press release for publication through a news or press organization as is reasonably expected to broadly disseminate the relevant information to the public, or post notice on its website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides the notice described above to the holders of Series B Preference Shares.
(G) Holders of Series B Preference Shares that choose to exercise their Change of Control Conversion Right will be required prior to the close of business on the third Business Day preceding the Change of Control Conversion Date, to notify the Company of the number of Series K Preferred Units or Common Units B Preference Shares to be issued converted and otherwise to comply with any applicable procedures contained in the notice described above or otherwise required by the Transfer Agent for effecting the conversion.
(H) Notwithstanding the foregoing, the holders of Series B Preference Shares will not have a conversion right upon each conversion shall be rounded a Change of Control if (i) the acquiror has shares listed or quoted on the NYSE, the NYSE American or NASDAQ or listed or quoted on an exchange or quotation system that is a successor to the nearest whole number of NYSE, the NYSE American or NASDAQ, and (ii) the Series K Preferred Units B Preference Shares remain continuously listed or Common Unitsquoted on the NYSE, as applicable. A Series G Preferred Unit shall entitle its holder the NYSE American or NASDAQ or listed or quoted on an exchange or quotation system that is a successor to convert such Unit into eitherthe NYSE, but not both, of Series K Preferred Units the NYSE American or Common Units. If a holder of a Series G Preferred Unit makes no election on whether to receive Series K Preferred Units or Common Units, such holder shall receive Series K Preferred Units upon conversion in accordance with this paragraphNASDAQ.
Appears in 1 contract
Conversion Rights. Holders (A) Notwithstanding any other provision of Series G this Agreement to the contrary, holders of the Class B Convertible Preferred Units shall have the right to convert all or a portion of such Units into Series K Class B Convertible Preferred Units or at any time and from time to time into Common UnitsUnits at an initial conversion rate of one Common Unit per one Class B Convertible Preferred Unit (the “Conversion Ratio”), as follows:
equivalent to an initial conversion price equal to the Class B Per Unit Purchase Price per Common Unit (athe “Conversion Price”), at any time prior to the close of business on the business day immediately preceding conversion (the “Holder Conversion Right”). The Conversion Ratio (and the Conversion Price) Upon shall be adjusted upon the occurrence of a Change of Controlcertain events as set forth in Section 5.10(b)(xiii).
(B) In order to exercise the Holder Conversion Right, a the holder of Series G any Class B Convertible Preferred Unit to be converted shall surrender the Certificate representing such Class B Convertible Preferred Unit, duly endorsed or assigned to the Partnership or in blank, at any office or agency of the Partnership maintained for that purpose (which may be the Transfer Agent), accompanied by a duly signed notice (a “Holder Conversion Notice”) substantially in the form provided in Exhibit C hereto, stating that the holder of Class B Convertible Preferred Units elects to convert the Class B Convertible Preferred Units represented by such Certificate, or, if less than the entire number of Class B Convertible Preferred Units represented by such Certificate are to be converted, the number of such Class B Convertible Preferred Units to be converted. Any such delivery of Certificates and the Holder Conversion Notice shall be irrevocable. Only whole numbers of Class B Convertible Preferred Units may be converted.
(C) Commencing on May 22, 2015 (i) in the event the 30-day VWAP and the daily VWAP of the Common Units on the National Securities Exchange on which the Common Units are listed or admitted to trading exceeds 130% of the then applicable Conversion Price for at least 20 Trading Days out of the 30 consecutive Trading Day period used to calculate the 30- day VWAP (the “Partnership Mandatory Conversion Event”), the Partnership (acting pursuant to direction and approval of the Conflicts Committee (following consultation with the full Board of Directors)), shall have the right to convert the Class B Convertible Preferred Units then outstanding in whole or in part into Common Units at the then-applicable Conversion Ratio (unlessthe “Partnership Mandatory Conversion Right”).
(D) Any Common Units delivered as a result of conversion pursuant to this Section 5.10(b)(ix) shall be validly issued, fully paid and non-assessable, free and clear of any liens, claims, rights or encumbrances other than those arising under the Xxxxxxxx Islands Act, applicable securities laws or this Agreement, or created by the holders thereof. Immediately following any conversion, the rights of the holders of converted Class B Convertible Preferred Units, including any accrual of distributions, shall cease and the Persons entitled to receive the Common Units upon the conversion of Class B Convertible Preferred Units shall be treated for all purposes as having become the owners of such Common Units; provided, however, that such holder shall be entitled to receive any accrued but unpaid distributions due with respect to such Unit on or as of the prior Class B Convertible Preferred Unit Distribution Payment Date.
(E) In order to exercise the Change of Control Partnership Mandatory Conversion Date (as defined in Section 8(e) below)Right, the Partnership has provided or provides irrevocable shall give written notice (a “Partnership Mandatory Conversion Notice”) to each holder of its election to redeem the Series G Class B Convertible Preferred Units as described substantially in Section 7 abovethe form of Exhibit D attached hereto stating that the Partnership Mandatory Conversion Event has occurred, in which case and the Partnership elects to force conversion of such holder will only have the right with respect to the Units of Series G Class B Convertible Preferred Units not called for redemption (unless the Partnership defaults in the payment of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect pursuant to the Units of Series G Preferred Units subject to such default in paymentSection 5.10(b)(ix)(C)) to convert any whole number of Series G Preferred Units held by such holder (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit Such notice shall be convertible on the Change of Control Conversion Date into the number of Series K Preferred Units or Common Units (whichever is elected by the holder of Series G Preferred Units) (the “Series K Preferred Unit Conversion Consideration” and the “Common Unit Conversion Consideration,” as applicable) equal to the lesser of state therein (i) the quotient obtained by dividing (A) the product number of (y) the $25.00 per Unit liquidation preference amount, plus an amount equal Class B Convertible Preferred Units to all distributions (whether or not earned or declared) accrued be converted and unpaid thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G Preferred Unit distribution payment and prior to the corresponding Series G Preferred Unit distribution payment date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) and (z) the Conversion Factor (as then in effect and as defined in the Partnership Agreement) by (B) the Class A Stock Price or Class C Stock Price, as applicable (such quotient, the “Conversion Rate”); or (ii) [2.4679]3 (the “Series K Unit Cap”) in the case Partnership’s computation of Series K Preferred Units and 2.4679 (the “Common Unit Cap”) in the case of Common Units, in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any conversion of Series G Preferred Units. Instead, the number of Series K Common Units to be received by the holder in connection with the Class B Convertible Preferred Units Unit Conversion Date. In addition, if a holder does not provide written notice to the Partnership of the name or names in which such holder wishes the Certificate(s) for Common Units to be issued upon each conversion within three Trading Days after the Partnership Mandatory Conversion Notice is given, then the Certificate(s) for Common Units shall be rounded issued to the nearest whole number Record Holder of Series K such Class B Convertible Preferred Units or Common Units, as applicable. A Series G .
(F) If the Class B Convertible Preferred Unit Conversion Date with respect to a Class B Convertible Preferred Unit occurs during the period from the close of business on any Record Date next preceding any Class B Convertible Preferred Unit Distribution Payment Date to the opening of business on such distribution date, the distribution payable in respect of a Class B Convertible Preferred Unit on such Class B Convertible Preferred Unit Distribution Payment Date shall entitle its be paid to the holder of such Class B Convertible Preferred Unit on the applicable Record Date, notwithstanding that the Class B Convertible Preferred Unit Conversion Date with respect to convert such Class B Convertible Preferred Unit into either, but not both, of Series K Preferred Units or Common Unitshas occurred. If a holder of a Series G the Class B Convertible Preferred Unit makes no election Conversion Date with respect to a Class B Convertible Preferred Unit occurs prior to a Record Date for distributions on whether to receive Series K the Class B Convertible Preferred Units or Common Units, such Class B Convertible Preferred Unit will, as provided below, have been deemed transferred to the Partnership and cancelled on such Class B Convertible Preferred Unit Conversion Date, and therefore no distribution in respect of a Class B Convertible Preferred Unit will be made on the cancelled Class B Convertible Preferred Unit on the related distribution date, whether or not the Partnership has yet delivered to the holder shall receive Series K of such Class B Convertible Preferred Units the Certificates representing Common Units deliverable upon the conversion; provided, that for the avoidance of doubt, holders of Class B Convertible Preferred Units converted into Common Units pursuant to the Partnership Mandatory Conversion Right shall be entitled to receive any distribution on the converted Common Units for the Quarter in which the Partnership Mandatory Conversion Notice is received and any accrued but unpaid distributions due with respect to such Units on or as of the prior Class B Convertible Preferred Unit Distribution Payment Date.
(G) Any Class B Convertible Preferred Units being converted shall be deemed to have been converted on the Class B Convertible Preferred Unit Conversion Date, and at such time the rights of the holder of such Class B Convertible Preferred Units as holder of Class B Convertible Preferred Units shall cease, including any rights under this Agreement, except such Person shall continue to be owed any accrued but unpaid distributions due with respect to such Class B Convertible Preferred Units on or as of the prior Class B Convertible Preferred Unit Distribution Payment Date, shall continue to be a Limited Partner and shall have the right to receive Common Units from the Partnership upon conversion for such Class B Convertible Preferred Units in accordance with this paragraphSection 5.10(b)(ix), and such Class B Convertible Preferred Units shall, upon the Class B Convertible Preferred Unit Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership. Within three Trading Days after the Class B Convertible Preferred Unit Conversion Date, the Partnership shall deliver to the Transfer Agent, for delivery to the holder of Class B Convertible Preferred Units being converted, a Certificate or Certificates for the number of Common Units deliverable upon conversion, together with payment in lieu of any fraction of a Common Unit, if any, as provided in Section 5.10(b)(ix)(I) below. Upon surrender of Certificates representing the converted Class B Convertible Preferred Units, duly endorsed and accompanied by a Holder Conversion Notice, at any office or agency of the Partnership maintained for that purpose (which may be the Transfer Agent), such Certificate(s) for Common Units shall be registered in the name of the holder of the Class B Convertible Preferred Units surrendered for conversion, unless such holder specifies a later date within three Trading Days after the Class B Convertible Preferred Unit Conversion Date. Holders of Class B Convertible Preferred Units, in their capacity as such, have no rights in respect of Common Units unless and until the Class B Convertible Preferred Units are converted and Common Units registered in the name of the holder have been issued. If a Record Date for distributions in respect of Common Units occurs between the Class B Convertible Preferred Unit Conversion Date and the date on which Common Units issued upon conversion of Class B Convertible Preferred Units are registered in the name of the holder of such converted Class B Convertible Preferred Units, the Partnership shall (i) with respect to such distribution to be made with respect to the Common Unit deliverable by the Partnership with respect to such conversion, forward such distribution with respect to such Common Units to the Person surrendering such Class B Convertible Preferred Units for conversion at the address reflected on the records of the Transfer Agent, or as shown on the Holder Conversion Notice, and (ii) with respect to a Record Date for voting or consent of Common Units, provide the holder of Class B Convertible Preferred Units surrendering such Class B Convertible Preferred Units for conversion a proxy enabling such holder of Class B Convertible Preferred Units to vote or consent with respect to the vote or consent of such Common Units for the matters related to such Record Date.
(H) The Partnership shall pay any and all issue, documentary, stamp and other taxes, excluding any income, capital gain, franchise or similar taxes, that may be payable in respect of any issue or delivery of Common Units upon conversion of, or payment of distributions on, Class B Convertible Preferred Units pursuant hereto. However, the holder of any Class B Convertible Preferred Units shall pay any tax that is due because the Common Units issuable upon conversion thereof or distribution payment thereon are issued in a name other than such holder’s name.
(I) No fractional Common Unit shall be delivered upon conversion of any Class B Convertible Preferred Units. If more than one Certificate representing Class B Convertible Preferred Units shall be surrendered for conversion with the same Class B Convertible Preferred Unit Conversion Date by the same holder of Class B Convertible Preferred Units, the number of full Common Units which shall be deliverable upon conversion thereof shall be computed on the basis of the aggregate number of whole Class B Convertible Preferred Units so surrendered. Instead of any fractional Common Unit which would otherwise be issuable upon conversion of any Class B Convertible Preferred Units, the Partnership shall calculate and pay a cash adjustment in respect of such fraction (calculated with respect to a Common Unit to seven decimal places and rounded down to six decimal places) in an amount equal to the same fraction of the Closing Price on the Class B Convertible Preferred Unit Conversion Date (or, if such day is not a Trading Day, on the Trading Day immediately preceding such day), or at the Partnership’s option, the Partnership may round the number of Common Units delivered up to the next higher whole Common Unit.
Appears in 1 contract
Samples: Second Amended and Restated Agreement of Limited Partnership
Conversion Rights. Holders Except to the extent that the Issuer has elected to exercise its optional redemption right or its special optional redemption right by providing notice of Series G Preferred Units shall have redemption prior to the right to convert all or a portion Change of such Units into Series K Preferred Units or Common UnitsControl Conversion Date, as follows:
(a) Upon upon the occurrence of a Change of Control, a holder the holders of the Series G C Preferred Units shall Stock will have the right (unless, prior to the Change of Control Conversion Date (as defined in Section 8(e) below), the Partnership has provided or provides irrevocable notice of its election to redeem the Series G Preferred Units as described in Section 7 above, in which case such holder will only have the right with respect to the Units of Series G Preferred Units not called for redemption (unless the Partnership defaults in the payment of the redemption price and accumulated and unpaid distributions in which case such holder will again have a conversion right with respect to the Units of Series G Preferred Units subject to such default in payment)) to convert any whole number some or all of their Series G C Preferred Units held by such holder Stock (the “Change of Control Conversion Right”) into Series K Preferred Units or Common Units. Each Series G Preferred Unit shall be convertible on the Change of Control Conversion Date into the a number of the Issuer’s shares of common stock, $0.01 par value per share, per share of their Series K C Preferred Units or Common Units (whichever is elected by the holder of Series G Preferred Units) (the “Series K Preferred Unit Conversion Consideration” and the “Common Unit Conversion Consideration,” as applicable) Stock equal to the lesser of (i) of: • the quotient obtained by dividing (Ai) the product sum of (y) the $25.00 per Unit liquidation preference amount, plus an the amount equal to all distributions (whether or not earned or declared) of any accrued and unpaid thereon dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G C Preferred Unit distribution Stock dividend payment and prior to the corresponding Series G B Preferred Unit distribution Share dividend payment date, in which case no additional amount for such accumulated accrued and unpaid distribution dividend will be included in this sum) and by (zii) the Conversion Factor Common Stock Price; and • 8.50340 (the “Share Cap”), subject to certain adjustments and provisions for the receipt of alternative consideration as then in effect and as defined described in the Partnership Agreementpreliminary prospectus supplement. If the Issuer has provided or provides a redemption notice with respect to some or all of the Series C Preferred Stock, holders of any Series C Preferred Stock that the Issuer has called for redemption will not be permitted to exercise their Change of Control Conversion Right in respect of any of their shares of Series C Preferred Stock that have been called for redemption, and any Series C Preferred Stock subsequently called for redemption that has been tendered for conversion will be redeemed on the applicable date of redemption instead of converted on the Change of Control Conversion Date. A “Change of Control” will be deemed to have occurred at such time after the original issuance of the Series C Preferred Stock when the following have occurred and are continuing: • the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) by of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Issuer entitling that person to exercise more than 50% of the total voting power of all shares of the Issuer entitled to vote generally in elections of directors (Bexcept that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and • following the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE American or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or NASDAQ. The “Common Stock Price” will be: (i) the Class A Stock Price or Class C Stock Priceamount of cash consideration per share of the Issuer’s common stock, as applicable (such quotient, if the “Conversion Rate”)consideration to be received in the Change of Control by the holders of shares of the Issuer’s common stock is solely cash; or (ii) [2.4679]3 (the “Series K Unit Cap”) in average of the case closing prices per share of Series K Preferred Units and 2.4679 (the “Common Unit Cap”) in Issuer’s common stock on NASDAQ for the case of Common Units, in each case subject to certain adjustments described below. No fractional Common Units will be issued upon any conversion of Series G Preferred Units. Instead, the number of Series K Preferred Units or Common Units to be issued upon each conversion shall be rounded to the nearest whole number of Series K Preferred Units or Common Units, as applicable. A Series G Preferred Unit shall entitle its holder to convert such Unit into eitherten consecutive trading days immediately preceding, but not bothincluding, the effective date of Series K Preferred Units or Common Unitsthe Change of Control, if the consideration to be received in the Change of Control by the holders of shares of the Issuer’s common stock is other than solely cash. If The “Change of Control Conversion Date” will be a holder business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Series G Preferred Unit makes no election on whether to receive Series K Preferred Units or Common Units, such holder shall receive Series K Preferred Units upon conversion in accordance with this paragraphChange of Control.
Appears in 1 contract
