Involuntary Conversion Sample Clauses

Involuntary Conversion. Notwithstanding any contrary provision of this Agreement, upon the compulsory or involuntary conversion of all or any part of the Property consistent with Code Section 1033(a), if and to the extent determined by the Manager in its sole discretion, the Company shall not distribute the net proceeds thereof to the Members, but instead shall reinvest the net proceeds in such a manner as to avoid recognition (for federal income tax purposes) of part or all of the gain on such conversion.

Involuntary Conversion. Any time after the ninetieth (90th) day following a Qualified Initial Public Offering (as hereinafter defined), this Note shall be converted, with no action on the part of the Holder, into that number of shares of Common Stock determined in accordance with the next sentence of this Section 6.2 if the following conditions are met: (i) the Company delivers a written notice to the Holder specifying the date on which this Note is to be converted (the "Involuntary Conversion Date"); (ii) the average Trading Price (as hereinafter defined) of the Common Stock for the twenty (20) trading days immediately preceding the Involuntary Conversion Date (the "Average Trading Price") shall be at least twenty percent (20%) above the per share offering price at which the Common Stock was sold in the Initial Public Offering; and (iii) the shares of Common Stock deliverable to the Holder upon such conversion will be freely tradable as of the Involuntary Conversion Date. Upon any conversion of this Note in accordance with the immediately preceding sentence, this Note shall convert into that number of shares of Common Stock determined by dividing the Accreted Value of this Note by the per share offering price at which the Common Stock was sold in the Qualified Initial Public Offering. For purposes hereof, "Trading Price" shall mean (i) if the Common Stock is listed on a national securities exchange, the closing sale price per share of Common Stock as published by the principal national securities exchange on which the Common Stock is traded on such date, or (ii) if the Common Stock is traded in the over-the-counter market, the average of the bid and asked prices in the over-the-counter market at the close of trading on such date. For purposes hereof, "Qualified Initial Public Offering" shall mean any Initial Public Offering having gross proceeds to the Company in excess of $20,000,000. For purposes hereof, shares of Common Stock shall be deemed "freely tradable" even if such shares are subject to the limitations and restrictions (x) of Rule 144(e), (f) or (h) promulgated under the Securities Act of 1933, as amended (the "1933 Act"), (y) imposed pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or (z) due to the fact that the Holder has obtained material nonpublic information about the Company.

Involuntary Conversion