Corporate Conversion; Drag-Along Rights Sample Clauses

Corporate Conversion; Drag-Along Rights. (a) At any time prior to the Second Closing, upon the consent of Motient Sub, TMI Sub and Class A Limited Partners holding a majority of the Percentage Interests held by all Class A Limited Partners, and at any time after the Second Closing, at the General Partner's discretion, Newco LP shall be converted into corporate form ("Newco") by merger, statutory conversion or any other method set forth in such consent (the "Corporate Conversion"). If the Corporate Conversion is in connection with an initial public offering of Newco LP's (or its successor's) securities, the outstanding interests in Newco LP shall be converted into common stock of Newco in accordance with the Percentage Interests represented by such Limited Partnership Interests, and each holder of such interests shall take such steps as may be reasonably requested by the General Partner in connection therewith, whereupon the rights and obligations of the Limited Partners hereunder, including, without limitation, those arising under Article 6, shall cease and have no further force and effect. If a Corporate Conversion is approved for any purpose other than in connection with an initial public offering of Newco LP's (or its successor's) securities, (i) the respective outstanding interests of Newco LP shall be converted into securities of Newco which track, as closely as practicable, the economic, voting and other rights represented by such outstanding interests immediately prior to the Corporate Conversion and (ii) the holders of such interests shall enter into a shareholders agreement and such other agreements and the organizational documents of Newco will contain such provisions as may be necessary, to allow Newco to mimic, as closely as practicable, the governance and other operating provisions of the Newco LP Agreement, including, without limitation, an agreement by all shareholders holding stock with special voting, economic or other rights to convert such stock into common stock immediately prior to the initial public offering of Newco securities on a basis similar to that contemplated by the second sentence of this Section 8.5(a). To the extent permitted by applicable law (including without limitation, Section 17-219 of the Delaware Act), the consents of Limited Partners, required by the first sentence of this Section 8.5(a) shall be the only consents of Limited Partners necessary for Newco LP to effect a Corporate Conversion and no other class votes or consents of Limited Partners or the Gen...
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Corporate Conversion; Drag-Along Rights. (a) At the General Partner’s discretion, the Partnership shall be converted into corporate form (“MSV”) by merger, statutory conversion or any other method set forth in such consent (the “Corporate Conversion”). If the Corporate Conversion is in connection with an initial public offering of the Partnership’s (or its successor’s) securities, the outstanding interests in the Partnership shall be converted into common stock of MSV in accordance with the Percentage Interests represented by such Limited Partnership Interests, and each holder of such interests shall take such steps as may be reasonably requested by the General Partner in connection therewith, whereupon the rights and obligations of the Limited Partners hereunder, shall cease and have no further force and effect. If a Corporate Conversion is approved for any purpose other than in connection with an initial public offering of the Partnership’s (or its successor’s) securities, (i) the respective outstanding interests of the Partnership shall be converted into securities of MSV which track, as closely as practicable, the economic, voting and other rights represented by such outstanding interests immediately prior to the Corporate Conversion and (ii) the holders of such interests shall enter into a shareholders agreement and such other agreements and the organizational documents of MSV will contain such provisions as may be necessary, to allow MSV to mimic, as closely as practicable, the governance and other operating provisions of this Agreement, including, without limitation, an agreement by all shareholders holding stock with special voting, economic or other rights to convert such stock into common stock immediately prior to the initial public offering of MSV securities on a basis similar to that contemplated by the second sentence of this Section 9.5(a).
Sample 1

Related to Corporate Conversion; Drag-Along Rights

  • Termination of Conversion Rights In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Preferred Stock.

  • Notice of Calculation of Conversion Consideration If Cash Settlement or Combination Settlement applies to the conversion of any Note, then the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day of the applicable Observation Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent will have any duty to make any such determination.

  • Holders Conversion Rights The Holder shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding principal amount of this Note, together with interest and fees due hereon, into shares of Common Stock subject to the terms and conditions set forth in this Article III. The Holder may exercise such right by delivery to the Borrower of a written notice of conversion not less than one (1) day prior to the date upon which such conversion shall occur.

  • Fractional Shares; Interest; Effect of Conversion No fractional shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to Investor upon the conversion of this Note, the Company shall pay to Investor an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a share not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts specified in this Section 6(c), the Company shall be forever released from all its obligations and liabilities under this Note.

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

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Mandatory Conversion Provided an Event of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

  • Purchase of Preferred Shares Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Preferred Shares set forth below such Purchaser’s name on the signature page of this Agreement at a per Preferred Share price equal to the Purchase Price.

  • Delivery of Conversion Shares Upon Conversion Not later than the earlier of (i) three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the six month anniversary of the Original Issue Date, shall be free of restrictive legends and trading restrictions representing the number of Conversion Shares being acquired upon the conversion of this Debenture (including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in shares of Common Stock at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the Company, shares of Common Stock representing the payment of accrued interest otherwise determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the 20 Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Company and excluding for such issuance the condition that the Company deliver Interest Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On or after the six month anniversary of the Original Issue Date the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Conversion.

  • No Conversion Rights The Series A Preferred Units shall not be convertible into any other class or series of interest in the Partnership.

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