Conversion into Class A Units Clause Samples
Conversion into Class A Units. (i) On each Class B Automatic Conversion Date, any Fungible Class B Units shall be converted into an equal number of Class A Units, subject to adjustment as provided in Section 4.2(b)(i)(A).
(ii) After an Initial Business Combination, each Member holding Class B Units shall be entitled to cause the Company to convert all or a portion of such Member’s Class B Units into an equal number of Class A Units (the “Class B Conversion Right”), subject to the provisions of this Section 4.2(c)(ii). Upon the exercise by any Member of the Class B Conversion Right, all Fungible Class B Units held by all Members shall be so converted. A Member may exercise the Class B Conversion right to the extent that (A) such conversion is in connection with a valid exercise of a Redemption Right and (B) on or prior to the relevant Redemption Date, the Class B Units to be converted are Fungible Class B Units (taking into account, for such purpose, any allocations that may be made with respect to such Member pursuant to Section 5.2(l)). In order to exercise its Class B Conversion Right, a Member shall provide written notice to the Company and PubCo, in a reasonable form as the Company may provide from time to time, as a part of such Member’s Redemption Notice for the Class A Units received upon the conversion of such Class B Units. Upon the request of such Member, the Company will use commercially reasonable efforts to provide an estimate of the amount of any allocations that the Company expects may be made with respect to such Member pursuant to Section 5.2(l) as a result of the exercise of the Class B Conversion Right. A Redemption Notice for a number of Class A Units in excess of the number of Class A Units then held by a Member shall be deemed to be an exercise of the Class B Conversion Right to the extent of such excess number of units. In addition to the terms and requirements set forth in Section 4.7, such Redemption Notice will, with respect to such Class B Units, be contingent on the Managing Member’s determination that such Class B Units meet the requirements of this Section 4.2(c)(ii).
(iii) Any conversion of Class B Units pursuant to this Section 4.2(c) shall occur automatically after the close of business on the applicable Class B Conversion Date, as of which time the Member holding any converted Class B Units shall be credited on the books and records of the Company with the issuance as of the opening of business on the next day of the number of Class A Units issuable upo...
Conversion into Class A Units. (i) On the Class B Conversion Date, any Class B Units shall be converted into an equal number of Class A Units, subject to adjustment as provided in Section 4.2(b)(i)(A).
(ii) Any conversion of Class B Units pursuant to this Section 4.2(c) shall occur automatically after the close of business on the Class B Conversion Date, as of which time the Member holding any converted Class B Units shall be credited on the books and records of the Company with the issuance as of the opening of business on the next day of the number of Class A Units issuable upon such conversion.
(iii) The Members and the Company agree to treat the conversion of Class B Units into Class A Units (for the avoidance of doubt, not including any allocations that may be made pursuant to Article V) as disregarded for U.S. federal (and applicable state and local) income tax purposes.
Conversion into Class A Units. The Series C Units shall automatically convert (the “Conversion”) into Class A Units on a one-to-one basis upon SST VI disclosing an estimated net asset value per share (“NAV”) equal to at least $10.00 per share (the “Initial NAV Hurdle”) for each of the Class P, Class A, Class T, Class W, Class Y and Class Z shares calculated net of the value of Series C Units to be converted for those Series C Units issued at or below the Initial NAV Hurdle; provided, the Initial NAV Hurdle shall be increased to the new NAV (the “New NAV Hurdle”) for those Series C Units, if any, issued at an offering price in excess of $10 per share in the event that the NAV and resulting offering price is increased in the future as a result of calculating and reporting the NAV. For the avoidance of doubt, some or all of the Series C Units issued pursuant to the Initial NAV Hurdle may convert at the time of disclosing that the Initial NAV Hurdle has been met. In the event of an Extraordinary Transaction prior to the Conversion, the Series C Units shall automatically convert into Class A Units on a one-to-one basis immediately prior to the closing of the Extraordinary Transaction if the Transaction Amount exceeds the Initial NAV Hurdle for each of the Class A REIT Shares, Class P REIT Shares, Class T REIT Shares, Class W REIT Shares, Class Y REIT Shares and Class Z REIT Shares for those Series C Units issued at or below the Initial NAV Hurdle calculated net of the value of the Series C Units to be converted; provided, the Transaction Amount exceeds the New NAV Hurdle for each of the Class A REIT Shares, Class P REIT Shares, Class T REIT Shares, Class W REIT Shares, Class Y REIT Shares and Class Z REIT Shares for those Series C Units issued at an offering price in excess of $10 per share in the event that the NAV and resulting offering price is increased in the future as a result of calculating and reporting the NAV. The General Partner agrees to conduct a NAV in accordance with the requirements set forth in FINRA 15-02 (i.e., the first NAV must be conducted within 150 days following the second anniversary of commencement of the public offering and annually thereafter) and the Investment Program Association Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs issued in April 2013.