Class B Conversion Factor definition

Class B Conversion Factor means, at any time as of which it is to be determined, one (1), adjusted as provided in Article 4.6 below.
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Class B Conversion Factor means, as may be adjusted pursuant to Section 4.3(f), the number of Class A Units into which Class B Units convert in connection with the Class B Conversion Rights, which number shall be fixed based upon the period in which the Class B Units are converted into Class A Units in accordance with Section 4.2(i), determined in accordance with the following table: ​
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Class B Conversion Factor means, with respect to any Class B Unit, ------------------------- the applicable number set forth on Exhibit B hereto under the heading "Conversion Factor."
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Examples of Class B Conversion Factor in a sentence

  • At the option of any holder of the shares of Class B Common Stock, exercisable at any time, in whole or in part, each outstanding share of Class B Common Stock held by such holder may be converted into the number of shares of Class A Common Stock as determined by application of the Class B Conversion Factor.

  • Before taking any action that would cause an adjustment reducing the Class B Conversion Factor below the then-existing par value of the shares of Class A Common issuable upon conversion of the Class B Common, the Corporation shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Class A Common at such adjusted Class B Conversion Factor.

  • The Corporation shall not in any manner subdivide or increase (by stock split, stock dividend or other similar manner) reclassify or combine in any manner the outstanding shares of Class A Common Stock unless a proportional adjustment is made to the Class B Conversion Factor.

  • If the Applicable Price per Share used to determine the Class B Conversion Factor in connection with any conversion of Class B Common Stock pursuant to Article 4.4.5.1(a) above is less than the Class C Threshold Price at the time of such conversion, the Corporation shall promptly give notice of such conversion to each holder of Class C Common Stock, specifying the Class B Conversion Fraction and the Class C Antidilution Factor with respect to such conversion.

  • At the option of any holder of shares of Class B Common Stock, exercisable at any time and from time to time, in whole or in part, by notice to the Corporation, each outstanding share of Class B Common Stock held by such holder shall convert into a number of shares of Class A Common Stock equal to the Class B Conversion Factor in effect at the time such notice is given.

  • The Corporation shall not in any manner subdivide or increase (by stock split, stock dividend or other similar manner) reclassify or combine in any manner (i) the outstanding shares of Class A Common Stock unless a proportional adjustment is made to the Class B Conversion Factor and the Class C Conversion Factor or (ii) the outstanding shares of Class B Common or Class C Common unless a proportional adjustment is made to the other classes of Common Stock.

  • For the avoidance of doubt, the Class B Conversion Factor shall not be adjusted as a result of the Common Unit Combination that occurred on the Effective Date.

  • Upon the occurrence of each adjustment or readjustment of the Class B Conversion Factor pursuant to this Section 4 of Part C of these Articles, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Class B Common a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

  • At the option of any holder of --------------------------- Class B Units, exercisable only in connection with an Event of Dissolution, each outstanding Class B Unit held by such holder shall convert into a number of Class A Units equal to the applicable Class B Conversion Factor then in effect.

  • The Class B Conversion Factor shall be equitably adjusted to account for any Distributions made in respect of Class B Units prior to their conversion.


More Definitions of Class B Conversion Factor

Class B Conversion Factor means, at any time as of which it is to be determined, the sum of (a) the Class B Conversion Constant plus (b) a fraction, the numerator of which is the Remaining Class B Minimum Payment Amount and the denominator of which is the Applicable Price per Share, all determined at such time.
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Class B Conversion Factor means the Canadian dollar equivalent of one US dollar at the Closing Exchange Rate;
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Class B Conversion Factor means, as may be adjusted pursuant to Section 4.3(f), the number of Class A Units into which Class B Units convert in connection with the Class B Conversion Rights, which number shall be fixed based upon the period in which the Class B Units are converted into Class A Units in accordance with Section 4.2(i), determined in accordance with the following table: From the day after the fifth anniversary of the Effective Date until the sixth anniversary of theEffective Date6.00From the day after the sixth anniversary of the Effective Date until the seventh anniversary of theEffective Date7.00From the day after the seventh anniversary of the Effective Date until the eighth anniversary ofthe Effective Date10.00From the day after the eighth anniversary of the Effective Date until the ninth anniversary of theEffective Date12.00From the day after the ninth anniversary of the Effective Date and thereafter.25.00 For the avoidance of doubt, and by way of example: if the Partnership achieves the Class B Conversion Threshold during a period when the Class B Conversion Factor is four (4), then each one (1) Class B Unit will convert into four (4) Class A Units.
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Related to Class B Conversion Factor

  • Conversion Factor means 1.0, provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares wholly or partly in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares wholly or partly in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Interest Conversion Rate means the lesser of (a) the Conversion Price or (b) 85% of the lesser of (i) the average of the VWAPs for the 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Interest Payment Date or (ii) the average of the VWAPs for the 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the date the applicable Interest Conversion Shares are issued and delivered if after the Interest Payment Date.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding, (b) accrued but unpaid dividends and (c) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Conversion Percentage means, (A) the number of Class B Ordinary Shares being converted, divided by (B) the total number of Class B Ordinary Shares issued and outstanding (i.e. up to 1,000).

  • Applicable Conversion Rate means the Conversion Rate in effect at any given time.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • Forced Conversion Date shall have the meaning set forth in Section 6(d).

  • Conversion Amount means the sum of the Stated Value at issue.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the twenty (20) consecutive Trading Days immediately following the applicable Installment Date (each such period, a "Company Conversion Measuring Period"). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock the applicable such Company Conversion Measuring Period.

  • Class B-2 Principal Distribution Amount For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution Amount and the Class B-1 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (7) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date) and (9) the Certificate Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 83.40% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus the Overcollateralization Floor.

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

  • Class B Warrants means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Class B Common Shares means shares of Class B Common Stock.

  • Exchange Factor means 1.0; provided, however, that if the General Partner: (a) declares or pays a dividend on its outstanding Common Stock in Common Stock or makes a distribution to all holders of its outstanding Common Stock in Common Stock; (b) subdivides its outstanding Common Stock; or (c) combines its outstanding Common Stock into a smaller number of shares of Common Stock, the Exchange Factor shall be adjusted by multiplying the Exchange Factor by a fraction, the numerator of which shall be the number of shares of Common Stock issued and outstanding on the record date for such dividend, contribution, subdivision or combination (assuming for such purpose that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of shares of Common Stock (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Exchange Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

  • Fixed Conversion Rates means the Maximum Conversion Rate and the Minimum Conversion Rate.