Conversion Upon a Change of Control i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the amount pursuant to this clause (1)(z) shall equal $0.00 in respect of such distribution payment date to be made on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.000% Series B Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date), by (2) the Class A Share Price, and (B) the Share Cap.
Conversion Upon a Change of Control. If a Change of Control occurs prior to a Qualified Financing or Initial Public Offering and prior to the payment in full of the principal amount of this Note, and:
Conversion Upon a Change of Control. In the case of a Change of Control where the Common Stock remains outstanding, the Outstanding Amount shall automatically convert into shares of Common Stock at the Conversion Price (the “Conversion Consideration”) at the effective time of such Change of Control. In the case of a Change of Control pursuant to which shares of Common Stock will be converted into cash, securities or other property or assets (including any combination thereof) of another entity (the “Alternative Form Consideration”), the Lender shall receive upon conversion of the Outstanding Amount the kind and amount of Alternative Form Consideration which the Lender would have owned or been entitled to receive upon the Change of Control had the Lender held a number of shares of Common Stock equal to the Conversion Consideration immediately prior to the effective time of such Change of Control.
Conversion Upon a Change of Control. If a Change of Control occurs prior to any repayment pursuant to Section 1 or Section 2 or conversion pursuant to Section 3(a), then, upon the Investor’s election in accordance with Section 1(c), (i) any portion of the outstanding principal amount of this Note shall convert, immediately prior to such Change of Control, into that number of shares of Common Stock equal to the quotient obtained by dividing (x) such outstanding principal amount as of immediately prior to such Change of Control by (y) the Conversion Price and (ii) subject to the Authorized Share Cap, the number of Interest Shares corresponding to the accrued and unpaid interest on the unpaid principal amount of this Note to, but excluding, the date of such Change of Control.
Conversion Upon a Change of Control. If prior to the Loan Maturity Date, there is a Change of Control and this Convertible Note has not previously converted in full, at the option of the Holder, the Holder may, during the 30-day notice period set forth below in this Section 5(b), elect by written notice to the Company specifying the applicable Conversion Amount (which for purposes of this Section 5(b) shall be less any interest on the principal being converted that accrues after the date of notice from the Company concerning the Change of Control, through the date of the Holder’s election to convert, not to exceed thirty days) to have this Convertible Note converted or repaid. In the event the Holder elects to have this Convertible Note so converted (or it is automatically converted as provided below in this Section 5(b)), the Conversion Amount shall be converted into such number of shares of Common Stock of the Company obtained by dividing (A) the Conversion Amount by (B) the Conversion Price, rounded down to the nearest whole share. In the event that the Holder does not make an election within thirty (30) days of receipt of written notice by the Company, this Convertible Note shall be repaid or automatically converted, based upon which alternative would result in the greater amount of consideration payable to the Holder at the closing of the Change of Control (net of escrow and any earn-out or similar provision in the definitive documents by which such Change of Control is consummated), as determined by the Company’s board of directors, in good faith. As a condition precedent (which may be waived by the Company) to conversion of this Convertible Note as provided for in this Section 5(b), Holder hereby agrees to execute and deliver to the Company all transaction documents related to the Change of Control, having the same terms and conditions as those agreements entered into by holders of Common Stock of the Company in connection with such Change of Control. Notwithstanding the foregoing, Holder will not be required to (w) make any representations or warranties materially different than those made by the Company’s other equity security holders, (x) become a party to any non-competition, non-solicitation, or non-disparagement provision or agreement, (y) participate in any indemnification, holdback, escrow or other obligation that does not cap Holder’s aggregate potential liability (excluding liability for fraud) to an amount no greater than the consideration Holder actually receives in the tra...
Conversion Upon a Change of Control. In the event the Company consummates a Change of Control (as defined below) while this Note remains outstanding, the Company shall repay the outstanding principal amount of this Note in an amount equal to the Repayment Amount; provided, however, that upon the written election of the Holder made not less than five (5) days prior to the Change of Control, the Company shall convert the outstanding principal amount of this Note (including all accrued PIK Interest not already added to the principal amount of this Note) and any unpaid accrued Cash Interest into Common Stock at a conversion price equal to the Applicable Conversion Price (which shall be determined, for the avoidance of doubt, on the date of consummation of such Change of Control) (assuming conversion of all securities convertible into Common Stock and exercise of all outstanding options and warrants, but excluding the shares of equity securities of the Company issuable upon the conversion of Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)). The Company shall give the Holder and the Note Agent written notice of any Change of Control at least ten (10) Business Days prior to the consummation thereof, which notice will contain the material terms and conditions (including price and form of consideration) of the Change of Control, the identity of the parties to the Change of Control and the intended date of the Change of Control.
Conversion Upon a Change of Control. Upon the Depositary's or a Depositary's Agent's receipt from the Company of a notice that special conversion rights have been triggered as a result of a Change of Control (as such terms are defined in the Certificate of Designations), the Depositary shall mail notice of such event (the "Special Conversion Notice") to all holders of Receipts and Stockholders, at their respective addresses as they appear on the records of the Depositary, first class postage prepaid, within 30 days after the occurrence of such Change of Control. Neither failure to mail any Special Conversion Notice to any holder of Receipts or Stockholder nor any defect in any Special Conversion Notice shall affect the sufficiency of the special conversion proceedings as to other holders of receipts and Stockholders. The Special Conversion Notice shall state: (i) the event constituting the Change of Control and that such event entitles the holders of the shares of Series F Preferred Stock or of Depositary Shares representing shares of Series F Preferred Stock to a special conversion right; (ii) the Special Conversion Price (as defined in the Certificate of Designations), as determined by the Company; (iii) the Conversion Price (as defined in the Certificate of Designations) then in effect with respect to the Series F Preferred Stock, as determined by the Company; (iv) the name and address of the paying agent and conversion agent; (v) that the Stockholders who elect to convert their shares of Preferred Stock and the holders of Receipts who elect to convert the shares of Series F Preferred Stock represented by their Depositary Shares must satisfy the procedures set forth in the Certificate of Designations, along with a description of applicable procedures, and that they must exercise their conversion right, if at all, within the 45- day period after the mailing
Conversion Upon a Change of Control. The Series C Preferred Stock is not convertible into or exchangeable for any other property or securities of the Company, except as provided in this Section 8.
Conversion Upon a Change of Control. Subject to the provisions of this Section 6, immediately prior to the closing of a Change of Control, all of the outstanding shares of Junior Convertible Preferred Stock shall automatically convert into an aggregate number of shares of Common Stock equal to the greater of (i)(A) the Aggregate Liquidation Preference divided by (B) the price per share of Common Stock payable to the holders thereof in such Change of Control (including the Fair Market Value of any non-cash consideration payable in respect of each share of Common Stock) (the “Change of Control Share Price”) or (ii) (A) the number of shares of Junior Convertible Preferred Stock outstanding as of the Closing Date multiplied by (B) the Conversion Multiple. In the event a Change of Control is consummated and consideration in connection with such Change of Control may be increased by payments related to future events, any additional consideration to be paid in such transaction related to future events, including without limitation, payments in accordance with promissory notes delivered to the Company or any Contingent Payments, shall be included in the aggregate consideration payable to the Holders upon the closing of such Change of Control.
Conversion Upon a Change of Control. The entire principal amount of this Note may be converted, at Payee's sole election, into fully paid and nonassessable shares of Common Stock upon any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization, or any transaction or series of related transactions by the Company in which in excess of 50% of the Company's voting power is transferred, or a sale of all or substantially all of the assets of the Company (any of the foregoing, a "Change of Control"). The number of shares of Common Stock into which this Note may be converted shall be determined by dividing the aggregate principal amount hereof by the fair market value of a share of Common Stock as of such date, as reasonably determined by the Company's Board of Directors, provided that to the extent the Common Stock shall be converted into securities of another entity, cash or other property upon the consummation of such Change of Control, Payee shall receive such securities, cash or other property pursuant to such Change of Control as if this Note was converted into Common Stock as provided above immediately prior to the consummation of such Change of Control.
