Conversion of Membership Interests of the Company Sample Clauses

Conversion of Membership Interests of the Company. At the Effective Time, the Company Interests shall be converted into a total number of units ("Units") of limited partnership interest in the Partnership equal to (a) the difference between $2,705,892 and the outstanding principal balances and accrued but unpaid interest on the Property Loans (as defined in Section 2.2(h)) and that certain loan from Xxxxx & X'Xxxx, Inc. to the Company disclosed on Section 2.2(k) of the Disclosure Schedule attached hereto as Exhibit B (the "Disclosure Schedule"), as of the Closing Date, divided by (b) the per share price at which the common stock (the "Common Stock") of Education Realty Trust, Inc., a Maryland corporation (the "REIT"), is offered to the public in the underwritten initial public offering of the Common Stock (the "Public Offering") before any discounts or fees paid to underwriters (the "Merger Consideration"), payable to the Owners and Designees in accordance with Schedule I attached hereto. Student Management Associates, LLC acknowledges that it will receive none of the Units and that all Units issuable to it by virtue of the Merger will be paid to its members. No fractional Units will be issued as Merger Consideration hereunder, but in lieu of issuing fractional Units, the value thereof shall be paid in cash. Each Owner and Designee acknowledges that any certificates evidencing the Units will bear appropriate legends indicating (a) that the Units have not been registered under the Securities Act of 1933, as amended ("Securities Act"), and (b) that the Partnership's Agreement of Limited Partnership (the "Partnership Agreement") will restrict the transfer of the Units. Upon receipt of the Units, the Owner or its Designee (provided the Designee is an accredited
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Conversion of Membership Interests of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any membership interests in the Company (the “Company Membership Interests”):
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Conversion of Membership Interests of the Company. The outstanding membership interests of the Company held by an Equityholder (other than any such equity interests to be canceled or converted pursuant to Section 3.6(c)) shall be converted into and shall thereafter represent the right of such Equityholder to receive, following delivery of a duly executed and completed Company Letter of Transmittal as contemplated by Section 3.7(a), an aggregate amount in cash equal to such Equityholder’s Allocable Proceeds, as payable at the times contemplated in this Agreement.
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Conversion of Membership Interests of the Company. At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of the Surviving Company, the Transitory Subsidiary, the Company, any Member or any other person, each share of Membership Interest (as defined in the Limited Liability Company Agreement of the Company, dated May 12, 1998, as amended (the "LLC Agreement")) of the Company issued and outstanding immediately prior to the First Merger Effective Time shall be converted into and represent the right to receive .095238 (the "Conversion Ratio") of one share of common stock, $0.01 par value per share (the "Common Stock"), of the Surviving Company (collectively, the "Shares").
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Conversion of Membership Interests of the Company. At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Company, the Company or any other person, each share of Membership Interest of the Company issued and outstanding immediately prior to the Second Merger Effective Time shall be canceled and no consideration shall be paid therefor.
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Related to Conversion of Membership Interests of the Company

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

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