Common use of Conversion Events Clause in Contracts

Conversion Events. a. If the Earnout Term shall expire on December 31, 2009, then within 30 days thereafter, the Partnership shall convert each Earnout Unit for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price as of December 31, 2009; by (y) the aggregate number of Earnout Units then outstanding. b. If the Earnout Term shall expire on account of a Property Sale or an Interest Sale, then within 5 days thereafter, the Partnership shall convert each Earnout Unit for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price as of the date of such Property Sale or Interest Sale; by (y) the aggregate number of Earnout Units then outstanding. c. If the Earnout Term shall expire on account of a Merger Event, then concurrently with the closing of the transaction giving rise to the Merger Event, the Partnership shall, at the Earnout Participant's election, (1) convert each Earnout Unit held by such electing Earnout Participant for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price determined as of the date of the closing of the transaction constituting the Merger Event; by (y) the aggregate number of Earnout Units then outstanding. In the event that holders of OP Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Merger Event, the General Partner shall give prompt written notice to each holder of Earnout Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each Earnout Unit held by such holder into OP Units in connection with such Merger Event. If a holder of Earnout Units fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each Earnout Unit held him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of a OP Unit would receive if such OP Unit holder failed to make such an election.

Conversion Events. a. If the Earnout Term shall expire on December 31, 2009, then within 30 days thereafter, the Partnership shall convert each Earnout Unit for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price as of December 31, 2009; by (y) the aggregate number of Earnout Units then outstanding. b. If the Earnout Term shall expire on account of a Property Sale or an Interest Sale, then within 5 days thereafter, the Partnership shall convert each Earnout Unit for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price as of the date of such Property Sale or Interest Sale; by (y) the aggregate number of Earnout Units then outstanding. c. If the Earnout Term shall expire on account of a Merger Event, then concurrently with the closing of the transaction giving rise to the Merger Event, the Partnership shall, at the Earnout Participant's ’s election, (1) convert each Earnout Unit held by such electing Earnout Participant for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price determined as of the date of the closing of the transaction constituting the Merger Event; by (y) the aggregate number of Earnout Units then outstanding. In the event that holders of OP Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Merger Event, the General Partner shall give prompt written notice to each holder of Earnout Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each Earnout Unit held by such holder into OP Units in connection with such Merger Event. If a holder of Earnout Units fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each Earnout Unit held him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of a OP Unit would receive if such OP Unit holder failed to make such an election.