Conversion of OP Units Sample Clauses

Conversion of OP Units. Not more than two days after receipt of a written request from the Company, each Legends OP Unitholder will exercise its rights to convert its OP Units into shares of Common Stock, PROVIDED that the Company's request and the rights and obligations of the Legends OP Unitholders shall be subject to any and all applicable limitations of applicable law and the governing documents of the Company and the Partnership, as they may be amended from time to time. Such conversion shall be for shares of Common Stock only and, in connection therewith, neither the Company, nor the Partnership, nor the General Partner of the Partnership shall have any rights, notwithstanding any provisions of the governing documents of the Company and/or the Partnership to the contrary, to elect to purchase such OP Units for cash.
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Conversion of OP Units. Each issued and outstanding OP Unit not then owned by REIT Merger Sub or Acquiror OP or the Company shall be converted into the right to receive from Acquiror OP the OP Unit Merger Consideration. Each OP Unit then owned by Acquiror OP or the Company (as general partner) of Target OP shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
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Conversion of OP Units. Subject to the further provisions of this Section 3.8, the General Partner hereby grants to each Limited Partner the right to exchange any or all of the OP Units held by that Partner for Common Shares, with one OP Unit being exchangeable for one Common Share. Such right may be exercised by a Limited Partner at any time and from time to time upon not less than ten (10) days prior written notice to the General Partner or at such times as may be otherwise agreed to by the Limited Partner, on the one hand, and the Partnership or the General Partner, on the other hand. The General Partner shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting the exchange of OP Units for Common Shares, such number of Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding OP Units not owned by the General Partner. No Limited Partner shall, by virtue of being the holder of one or more OP Units, be deemed to be a shareholder of or have any other interest in the General Partner. The exchange of OP Units for Common Shares described in this Section 3.8 may be effected by the contribution of Common Shares from the General Partner to the Partnership and the redemption by the Partnership of OP Units held by a Limited Partner. In the event of any change in the outstanding Common Shares by reason of any share dividend, split, recapitalization, merger, consolidation, combination, exchange of shares or other similar corporate change, the number of OP Units held by each Partner shall be proportionately adjusted so that one OP Unit remains exchangeable for one Common Share without dilution. In the event the General Partner issues any Common Shares in exchange for OP Units pursuant to this Section 3.8, any such OP Units so acquired by the General Partner shall immediately thereafter be canceled by the Partnership and the Partnership shall issue to the General Partner new OP Units pursuant to Section 3.2(B)(ii) hereof. Notwithstanding the foregoing provisions of this Section 3.8, a Limited Partner shall not have the right to exchange OP Units for Common Shares if (i) in the opinion of counsel for the General Partner, the General Partner would, as a result thereof, no longer qualify (or it would be likely that the General Partner no longer would qualify) as a Real Estate Investment Trust; (ii) such exchange would, in the opinion of counsel for the General Partner, constitute o...
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Conversion of OP Units. Each OP Unit (other than any OP Unitsheld by the Company or any of its wholly-owned Subsidiaries or by Parent or any of its wholly-owned Subsidiaries ("Excluded Units"), which Excluded Units shall remain outstanding and unchanged as units of limited partnership interest in the Surviving Partnership) shall be converted into the right to receive an amount in cash, without interest, equal to the Common Share Merger Consideration per OP Unit on an as-converted basis (the "OP Unit Merger Consideration", and together with the Common Share Merger Consideration, the "Merger Consideration").
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Conversion of OP Units. Notwithstanding anything to the contrary contained in this Agreement, any of the other Agreements in connection with the T-9 Project and the OP Agreement, the holders of the OP Units being issued to FCREI and assigned to the Contributors hereunder shall have no right to convert their OP Units being issued to FCREI and assigned to the Contributors hereunder until the earlier to occur of: (i) the listing of FCRE on a national stock exchange; (ii) the sale of all or substantially all of the assets of FCRE ; or (iii) the sale of all or substantially all of the assets of the T-9 Project (collectively, the “Conversion Event”). From and after the Conversion Event, any Holder of any OP Units being issued to the Contributors hereunder shall have the right to convert their OP Units into shares of common stock of FCRE at an exchange ratio of one share of FCRE common stock for one OP Unit.
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Conversion of OP Units. Section 2.6 Issuance and Effect of Merger on Company New Preferred Shares
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Conversion of OP Units. Prior to the Closing Date, each holder of limited partnership units in the Company Partnership (the “OP Units”) identified on Schedule 2.5 to the Company Disclosure Schedule will execute an irrevocable Notice of Redemption in the form attached hereto as Exhibit A, with such changes as may be approved in writing by Acquiror (collectively, the “Unitholder Agreements”) which, among other things, provides that such holders will irrevocably agree to redeem their OP Units on the Closing Date immediately prior to the Effective Time in accordance with the Company Partnership Agreement (as defined herein). The Company agrees to purchase each of the OP Units subject to the Unitholder Agreements for the Company Shares Amount (as defined in the Company Partnership Agreement). Pursuant to the Unitholder Agreements, immediately prior to the Effective Time, the transactions contemplated by the Unitholder Agreements shall be automatically consummated. Prior to the Closing Date, the Company shall form a wholly-owned corporation (“New TRS”), and New TRS shall file an election to be treated as a taxable REIT subsidiary. Prior to the conversion of the OP Units into Company Common Shares pursuant to the Unitholder Agreements, the Company shall sell 100 OP Units to New TRS for an amount equal to the Merger Consideration per OP Unit.
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Conversion of OP Units. Notwithstanding anything to the contrary contained in this Agreement, any of the other agreements in connection with this transaction and the Partnership Agreement, the holders of the Txxxxx Units shall have no right to convert the Txxxxx Units to common shares in FCRE until the earlier to occur of: (i) the listing of FCRE on a national stock exchange; or (ii) the sale of all or substantially all of the assets of FCRE (collectively, the “Conversion Event”). From and after the Conversion Event, any Holder of any of the Txxxxx Units shall have the right to convert their OP Units into shares of common stock of FCRE at an exchange ratio of one share of FCRE common stock for one OP Unit.
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Related to Conversion of OP Units

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of LTIP Units (a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of its Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holds fewer than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and such Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.5.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • 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").

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • 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 Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

  • Conversion or Cancellation of Shares At the Effective Time, by virtue of the Merger and without any action on the part of any shareholder:

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

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